Vancouver, British Columbia--(Newsfile Corp. - April 23, 2018) - Sego Resources Inc. (TSXV: SGZ) ("Sego" or "the Company") hereby announces the cancellation of the Private Placement announced February 8, 2018 and proposes a new financing totaling up to $1.5 million.
Sego Resources Inc. is proposing to raise up to $1,500,000 by way of a non-brokered private placement of units at $0.05 per unit. The offering is open to all existing Sego shareholders and non-shareholders subject to certain limitations discussed below.
The offering will consist of up to 20,000,000 Flow-Through Units ("FTU") at $0.05 per unit for gross proceeds of $1,000,000 and up to 10,000,000 Non-Flow Through Units ("NFTU") for gross proceeds of up to $500,000.
Each FTU unit will consist of one common share and one-half of one share purchase warrant. Each full warrant will entitle the holder to purchase an additional common share at $0.10 for two years from closing of the private placement. Each NFTU will consist of one common share and one share purchase warrant. Each warrant will entitle the holder to purchase an additional common share at $0.10 for four years from the closing of the private placement.
The flow-through proceeds will be expended on the continued exploration of the Company's Miner Mountain Copper-Gold Alkalic Porphyry project located near Princeton, BC. The non-flow through proceeds will be used for working capital and general corporate purposes.
Finder's fees may be payable on all or a portion of the private placement and will consist of 7% cash and 7% Broker's Warrants, where applicable. The non-flow through broker warrant will consist of a warrant which will be exercisable for the non-flow through units sold and is exercisable for a period of two years. The flow-through broker warrant consists of a warrant which will be exercisable for the flow-through units sold and is also exercisable for two years. The underlying common shares of the flow-through broker warrants shall not be eligible for flow through tax deductions.
This offering will be subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the Tsx Venture Exchange and other customary conditions. All of the securities sold pursuant to the offering will be subject to a four-month hold period from the date of closing.
The offering is open to all existing shareholders of the Company and all interested investors provided that a prospectus exemption is available for the Company to issue units to such investors. For existing shareholders who as of the close of business on April 23, 2018 held common shares of the Company and continue to hold common shares at the time of closing, an additional prospectus exemption is available pursuant to British Columbia Instrument 45-534 (and in similar instruments in other Provinces of Canada). Unless such shareholder is a person that has obtained advice regarding the suitability of the investment and, if such shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in such jurisdiction, the aggregate subscription cost to such shareholder for the units subscribed under the Existing Shareholder Exemption cannot exceed $15,000 or 300,000 units.
The Company also plans to utilize British Columbia Instrument 45-536 which opens private placements to non-accredited investors provided the purchaser has obtained advice regarding the suitability of the investment and that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. Completion of the private placement is subject to the TSX Venture Exchange approval.
There is no minimum offering size for the private placement and the maximum number of units proposed to be issued is 30,000,000 units for gross proceeds of $1,500,000. The Company fully expects to spend the funds as stated; there may be circumstances, for sound business reasons, where a reallocation of funds may be necessary.
There is no material change about the issuer that has not been generally disclosed.
For further information please contact:
J. Paul Stevenson, CEO (604) 682-2933
For investor & shareholder information, please contact:
MarketSmart Communications Inc.
Ph: +1 877 261-4466
Email: [email protected]
Neither the 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. No regulatory authority has approved or disapproved the information contained in this news release.
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statement of historical facts that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects re forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, statements are not guarantees of future performance and actual results or developments may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements.