Unigold Announces Closing of Non-Brokered Private Placement of $3,850,000
Unigold Announces Closing of Non-Brokered
Private Placement of $3,850,000
Toronto, Ontario--(Newsfile Corp. - May 16, 2023) - Unigold Inc. (TSXV: UGD) (OTCQB: UGDIF) (FSE:
UGB1) ("Unigold" or the "Company") is pleased to announce that it has closed a second and final
tranche ("Final Tranche") of a non-brokered private placement of
48,125,000 units of the Company
(each, a "Unit") at a price of $0.08 per Unit for gross proceeds of $3,850,000 (the "Offering").
Each Unit
consists 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 announced the closing of a First Tranche on May 11, 2023.
In the closing of the Final
Tranche, the Company has issued 32,107,500 units for aggregate gross proceeds of $2,568,600.
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. The Offering is subject to final acceptance of the TSX Venture
Exchange.
The following "insiders" of the Company subscribed for Units under the Final Tranche of the Offering:
Insider
Insider Relationship
Units
Purchased
Joseph Hamilton
Director of Issuer
1,057,500
Total:
1,057,500
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 close 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 market 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 Venture Exchange under
the symbol UGD, the OTCQB exchange under the symbol UGDIF, and on the 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.
The Company delivered a feasibility study for the Oxide portion of the Candelones deposit in
Q4 of 2022. The Company applied to split the "Neita Fase II" concession into an Exploitation
Concession and an Exploration Concession in late February 2022.
The application for the 9,990 Ha
"Neita Sur" concession has moved smoothly through various permitting stages and the Company
expects that a decision will be given on the application in the second quarter of 2023.
The 10,902 Ha
"Neita Norte" Exploration Concession was awarded to the Company in Q2 2023.
Unigold has been
active in the Dominican Republic since 2002 and remains the most active exploration Company in the
country.
The two concessions together form the largest single exposure of the volcanic rocks of the
Cretaceous Tireo Formation.
This island arc terrain is host to Volcanogenic Massive Sulphide deposits,
Intermediate and High Sulphidation Epithermal Systems and Copper-gold porphyry systems.
Unigold
has identified over 20 areas within the concession areas that host surface expressions of gold systems.
Unigold has been concentrating on the Candelones mineralization and is moving to bring these deposits
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 federal 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 the
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.
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