Unigold Announces Closing of First Tranche of Non-Brokered Private Placement of up to $1,600,000
Unigold Inc. Press Release: PR2022-08, September 7, 2022
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UNIGOLD INC.
Ste 2701, 401 Bay Street,
P.O. Box 4, Toronto, ON M5H 2Y4
T. (416) 866-8157
www.unigoldinc.com
PR No. 2022-08
Unigold Announces Closing of First Tranche of Non-Brokered Private
Placement of up to $1,600,000
Toronto, Ontario, September 7, 2022 – Unigold Inc. (“Unigold” or the “Company”)
(TSX-V:UGD, OTCQX:UGDIF, FSE:UGB1) is pleased to announce that it has closed a
first tranche (“First Tranche”) of a non -brokered private placement of up to
20,000,000 units of the Company (each, a "Unit") at a price of $0.08 per Unit for gross
proceeds of up to $ 1,600,000 (the "Offering"). Each Unit consist s of one common
share of the Company (a "Common Share") and one -half of one common share
purchase warrant (each whole common share purchase warrant, a "Warrant"). Each
Warrant will entitle the holder thereof to purchase one Common Share at an exercise
price of $0.30 until the date that is the earlier of: (i) one year following the date of
issue, or (ii) 30 days after the date on which the Company gives notice of acceleration,
which notice may be provided no earlier than four months and twenty-one days from
the date of issue if the closing price of the Common Shares on a stock exchange in
Canada is higher than $0.60 per Common Share for more than 20 consecutive
trading days.
The Company has issued 17,500,000 units for aggregate gross proceeds of
$1,400,000. No finders were paid in connection with this closing of the Offering. The
proceeds from the Offering will be used to fund the Company's continued
exploration and development on its Neita Concession in the Dominican Republic, and
for general working capital purposes. All securities issued under the Offering are
subject to a four-month hold period until January 7, 2023. The Offering is subject to
final acceptance of the TSX Venture Exchange.
The following "insiders" of the Company subscribed for Units under the Offering:
Unigold Inc. Press Release: PR2022-08, September 7, 2022
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Insider Insider Relationship Units
Purchased
Joseph Hamilton Director of Issuer 1,000,000
Normand Tremblay(1) Director of Issuer 400,000
Total: 1,400,000
(1) 6545921 Canada Inc., a holding company of Mr. Normand Tremblay, subscribed to the
Offering.
Each subscription by an "insider" is considered to be a "related party transaction" for
purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders
in Special Transactions ("MI 61- 101") and Policy 5.9 – Protection of Minority Security
Holders in Special Transactions of the TSX Venture Exchange. Pursuant to MI 61-101,
the Company will file a material change report providing disclosure in relation to each
"related party transaction" on SEDAR under the Company's issuer profile at
www.sedar.com. The Company did not file the material change report more than 21
days before the expected closing date of the Offering as the details of the Offering
and the participation therein by each "related party" of the Company were not settled
until shortly prior to the closing of the Offering, and the Company wished to cl ose
the Offering on an expedited basis for sound business reasons. The Company is
relying on exemptions from the formal valuation and minority shareholder approval
requirements available under MI 61 -101. The Company is exempt from the formal
valuation requirement in section 5.4 of MI 61 -101 in reliance on sections 5.5(a) and
(b) of MI 61 -101 as the fair market value of the transaction, insofar as it involves
interested parties, is not more than the 25% of the Company's market capitalization,
and no securities of the Company are listed or quoted for trading on prescribed stock
exchanges or stock markets. Additionally, the Company is exempt from minority
shareholder approval requirement in section 5.6 of MI 61 -101 in reliance on section
5.7(1)(a) as the fair m arket value of the transaction, insofar as it involves interested
parties, is not more than the 25% of the Company's market capitalization.
The securities offered have not been registered under the U.S. Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements.
About Unigold Inc. – Discovering Gold in the Caribbean
Unigold is a Canadian based mineral exploration company traded on the TSX Ven ture
Exchange under the symbol UGD, the OTCQX exchange under the symbol UGDIF, and on the
Unigold Inc. Press Release: PR2022-08, September 7, 2022
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Frankfurt Stock Exchange under the symbol UGB1. The multi-million ounce Candelones gold
deposits are within the 100% owned Neita Fase II exploration concession located in Dajabón
province, in the northwest part of the Dominican Republic . In the third quarter of 2022 the
Company expects to deliver a feasibility study and a baseline environmental report for the
Oxide portion of the Candelones deposit. The Company applied to convert a part of the Neita
Fase II concession into an Exploitation Concession in late February 2022. The application has
moved smoothly through various permitting stages and the Company expects that a decision
will be given on the application in the third quarter of 2022. Unigold has been active in the
Dominican Republic since 2002 and remains the most active exploration Company in the
country. The Neita Fase II exploration concession is the largest single exploration concession
covering volcanic rocks of the Cretaceous Tireo Formation. This island arc terrain is host to
Volcanogenic Massive Sulphide deposits, Intermediate and High Sulphidation Epith ermal
Systems and Copper-gold porphyry systems. Unigold has identified over 20 areas within the
concession area that host surface expressions of gold systems. Unigold has been
concentrating on the Candelones mineralization and is moving to bring these de posits into
production.
For further information please visit www.unigoldinc.com or contact:
Mr. Joseph Hamilton
Chairman & CEO
T. (416) 866-8157
Forward-looking Statements
Certain statements contained in this document, including statements regarding events and financial trends that may affect our
future operating results, financial position and cash flows, may constitute forward -looking statements within the meaning of
the f ederal securities laws. These statements are based on our assumptions and estimates and are subject to risk and
uncertainties. You can identify these forward -looking statements by the use of words like “strategy”, “expects”, “plans”,
“believes”, “will”, “estimates”, “intends”, “projects”, “goals”, “targets”, and other words of similar meaning. You can also identify
them by the fact that they do not relate strictly to historical or current facts. We wish to caution you that such statements
contained are just predictions or opinions and that actual events or results may differ materially. The forward -looking
statements contained in this document are made as of the date hereof and we assume no obligation to update the forward -
looking statements, or to update th e reasons why actual results could differ materially from those projected in the forward -
looking statements. Where applicable, we claim the protection of the safe harbour for forward - looking statements provided
by the (United States) Private Securities Litigation Reform Act of 1995.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.