Not for dissemination in
“We thank all existing shareholders for their on-going support. We also express gratitude to Mr.
The Company has issued an aggregate of 10,146,647 common shares (each, a “Common Share") at a price of
As part of the Offering, the Company issued 2,556,443 Common Shares to Kinross. The Common Shares purchased by Kinross represent approximately 5.0% of the issued and outstanding Common Shares of the Company on completion of the Offering.
In connection with this investment, the Company and Kinross entered into an investor rights agreement, pursuant to which Kinross, provided that it owns at least a 4.0% interest in the Company (calculated according to the investor rights agreement), has the right to participate in equity financings by the Company in order to maintain its pro rata ownership in the Company at the time of any such financing or acquire up to a 5.0% ownership interest in the Company (after giving effect to the financing).
Part of the Offering is considered a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as certain insiders of the Company, excluding
An insider of the Company,
The Company is exempt from the formal valuation and minority approval requirement under MI 61-101 as the fair market value of insider participation in the Offering does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.
A copy of the material change report filed in connection with this transaction can be found on the Company’s issuer profile on SEDAR at www.sedar.com. The Company did not file a material change report more than 21 days before the expected closing date of the Offering, as the details of the Offering were not finalized until shortly before closing, and the Company wished to close the Offering as soon as practicable.
In connection with the Offering, the Company paid cash finder’s fees to certain persons in the aggregate amount of
The Offering was conducted pursuant to available exemptions from the registration and prospectus requirements of applicable securities legislation, including sales to accredited investors and to close personal friends and business associates of directors and officers of the Company. The Common Shares issued under the Offering are subject to a statutory hold period of four months and one day.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities in
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DISCLAIMER AND FORWARD-LOOKING INFORMATION
Neither the
This news release contains certain “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements, including those on planned exploration activities and goals, are only objectives and predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information, including the risks and factors that generally affect exploration and the uncertainty of exploration results. For a description of the risks and uncertainties facing the Company and its business, refer to the Company’s Management’s Discussion and Analysis recently filed under the Company’s profile on www.sedar.com. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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