Sego Resources Inc. Announces Non‐Brokered Flow‐Through Private Placement
Sego Resources Inc. (“The Company) plans to sell by way of a non‐brokered private placement up to 4 million flow‐through units at a price of 5.5 cents per unit to raise gross proceeds of $220,000 subject to TSX Venture Exchange approval. Each unit will consist of one flow‐through share and one‐half of a common share purchase warrant, with each whole warrant entitling the holder to acquire one additional common share at a price of 10 cents for a period of 24 months from the date of issuance. If at any time after 4 months from the date of issue of the warrants the closing market price of the Company’s common shares on the TSX Venture Exchange is greater than $0.15 per share for 10 consecutive trading days (the “Triggering Event”), the Company may, within 5 days of the Triggering Event, accelerate the expiry date of the warrants by giving notice thereof to the holders of the warrants, by way of press release, in which event the warrants will expire on the 21st day after the date on which such notice is given.
In connection with the private placement, Sego Resources Inc. is proposing to pay finders’ fees. Eligible finders will be entitled to a finder’s fee of: (i) cash in the amount equal to 8 per cent of the aggregate gross subscription proceeds received from the sale of securities; and (ii) finder warrants equal to 8 per cent of the number of securities sold in the offering, each such finder’s warrant exercisable at any time up to 24 months following its date of issuance to purchase one common share of the company at an exercise price of 10 cents per share. All finders’ fees will be subject to and be in accordance with exchange and regulatory policies.
All the securities issuable will be subject to a four month hold period from the date of closing. The private placement is subject to regulatory approval. Sego Resources Inc. will use the gross proceeds from the sale of the flow‐through shares for Canadian Exploration Expenses (“CEE”), within the meaning of the Income Tax Act (Canada), with Sego Resources Inc. using its best efforts to ensure that such CEE qualify as a “flow‐through mining expenditure” for purposes of the Income Tax Act (Canada) related to the exploration of the Company’s mineral exploration project located near Princeton, BC. The Company expects to renounce such Canadian Exploration Expenses with the effective date of December 31, 2014.
The company intends to use the net proceeds of the offering for diamond drilling and exploration of the Miner Mountain Porphyry Copper/Gold project near Princeton, BC.
The company plans to use exemptions for Accredited Investors, Friends and Family and shareholders holding Sego Resources Inc. shares as of May 13, 2014. Existing shareholders (as of May 13, 2014) may participate up to $15,000.00 on their own volition and over $15,000.00 if they review the purchase for suitability with a registered investment dealer.