Gossan Completes Private Placement
Gossan Completes Private Placement
Winnipeg, Manitoba--(Newsfile Corp. - August 21, 2020) -
Gossan Resources Limited
(TSXV: GSS)
(FSE: GSR) (Xetra: GSR) (the "
Company
") has completed a previously announced non-brokered
private placement offering (the "
Offering
") of 3,400,000 units ("
Units
") of the Company at a purchase
price of $0.05 per Unit, for aggregate gross proceeds of $170,000. Each Unit consists of one common
share ("
Common Share
") in the capital of the Company and one-half of one Common Share purchase
warrant (each whole warrant, a "
Warrant
") of the Company. Each Warrant is exercisable to acquire one
Common Share at a price of $0.08 for a period of two (2) years from the closing date of the Offering.
The net proceeds from the Offering will be used for general corporate and working capital purposes.
The
closing of the Offering is subject to certain conditions including the receipt of all necessary approvals
including the final approval of the TSX Venture Exchange. All securities
issued in connection with the
Offering will have a hold period of four months and one day from the closing date.
The Offering constituted a "related party transaction" as such term is defined by Multilateral Instrument
61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
") as Douglas
Reeson ("
Reeson
"), the Chief Executive Officer of the Company, subscribed for an aggregate of
200,000 Units pursuant to the Offering. Prior to the completion of the Offering, Reeson held, directly or
indirectly, 6,671,000 Common Shares of the Company and 800,000 stock options of the Company,
representing approximately 19.73% of the Company's issued and outstanding Common Shares on a
non-diluted basis and approximately 21.40% of the Company's issued and outstanding Common Shares
on a partially diluted basis. Upon completion of the Offering, Reeson now beneficially owns and controls,
directly or indirectly, 6,961,000 Common Shares, 100,000 Warrants and 800,000 stock options,
representing approximately 18.36% of the Company's issued and outstanding Common Shares on a
non-diluted basis and approximately 20.25% of the Company's issued and outstanding Common Shares
on a partially diluted basis. The Warrants comprising part of the Units purchased by Reeson pursuant to
the Offering contain a blocker provision preventing Reeson from exercising any convertible securities of
the Company, in whole or in part, if, after giving effect to such exercise, Reeson would own that number
of Common Shares which is 20% or greater of the issued and outstanding Common Shares of the
Company, immediately after giving effect to such exercise. The Company is relying on the exemptions
from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections
5.5(b) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by Reeson
does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI
61-101.
The Company did not file a material change report in respect of the related party transaction at
least 21 days before the closing of the Offering, which the Company deems reasonable in the
circumstances in order to complete the Offering in an expeditious manner.
The Company paid an eligible person (the "
Finder
") a cash commission, payable in 256,000 Units,
being equal to 8% of the aggregate gross proceeds of the Offering with respect to the subscribers
introduced to the Company by such Finder. In addition, the Company issued an aggregate of 272,000
finders warrants (the "
Finder Warrants
"), being equal to 8% of the aggregate number of Units sold
under the Offering attributable to the Finder. Each Finder Warrant entitles the holder thereof to acquire
one Unit at a price of $0.05 per Unit for a period of two (2) years from the closing date of the Offering.
The Units underlying the Finder Warrants consist of one Common Share and one-half of one Warrant,
exercisable at a price of $0.08 per Common Share for a period of two (2) years from the date of
issuance.
The securities being offered pursuant to the Offering have not been, nor will they be, registered under the
United States
Securities Act of 1933,
as amended, and may not be offered or sold in the United states
or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from
the registration requirements. This news release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Gossan Resources Limited continues to seek new financeable resource projects in Manitoba & Ontario
and throughout North America. The Company has a broadly diversified portfolio of multi-element
properties prospective for hosting base metals and platinum group elements, as well as specialty
"green-battery metals", vanadium, titanium, tantalum, lithium and chromium. Gossan also has a deposit
of high-purity, magnesium-rich dolomite, and holds a $100,000-per-annum advance and production
royalty interest in a silica frac sand deposit. All of Gossan's mineral exploration and development
properties are located in Manitoba and Northwestern Ontario. The Company's focus is the exploration of
its Sturgeon Lake Property, located in the zinc-copper-silver rich polymetallic Sturgeon Lake Greenstone
Belt of Northwestern Ontario. The Company trades on the TSX Venture and the Frankfurt/Freiverkehr &
Xetra Exchanges.
For further information, please bookmark
www.gossan.ca
or contact:
Douglas Reeson, Chairman & CEO
Gossan Resources Limited
Tel: (416) 533-9664
E-Mail:
Kathy Ringland, Office Manager
Tel : (204) 943-1990
Cautionary Statement on Forward -Looking Information
Neither the TSX Venture Exchange ("TSXV") nor its Regulation Services Provider (as that term is
defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
No stock exchange, securities commission or other regulatory authority has approved or disapproved
the information contained herein. This news release contains forward-looking information which is not
comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors
that could cause actual events, results, performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking information. Forward looking information in this
news release includes, but is not limited to, uncertainty over the outcome of any litigious matters, the
Company's objectives, goals or future plans, statements regarding exploration results and exploration
plans. Factors that could cause actual results to differ materially from such forward-looking information
include, but are not limited to, capital and operating costs varying significantly from estimates, the
preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required
governmental, environmental or other project approvals, uncertainties relating to the availability and costs
of financing needed in the future, changes in equity markets, inflation, fluctuations in commodity prices,
delays in the development of projects and the other risks involved in the mineral exploration and
development industry, and those risks set out in the Company's public documents filed on SEDAR.
Although the Company believes that the assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all. The Company disclaims any intention or
obligation to update or revise any forward-looking information, whether as a result of new information,
future events or otherwise, other than as required by law.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/62316