Goldstar announces private placement, equity consolidation,
NOT FOR DISTRIBUTION IN THE UNITED STATES OR US WIRE SERVICES
MONTREAL, July 09, 2020 (GLOBE NEWSWIRE) – Goldstar Minerals Inc. (“Star of gold“or the”society”) (TSX-V: GDM) is pleased to announce that it intends to complete a private placement of $ 1.3 million, a consolidation of ten (10) to one (1) share and a share transaction for debt with an insider of the Company to settle a debt of $ 500,000.
Subject to approval by the TSX Venture Exchange (the “Exchange“), the Company intends to proceed with a non-intermediary private placement (the”Offer”) For total gross proceeds of up to $ 1.3 million. The placement will consist of up to 35,000,000 units (each, a “Unity“) And up to 30,000,000 flow-through common shares (each, a”Flow-through sharing”), Each of the units and flow-through shares to be offered separately at a price of $ 0.02 before the consolidation.
The price of the Offering is based on the measures to temporarily relieve the minimum price requirement of $ 0.05 (the “”Temporary relief measures“) Issued by the TSX Venture Exchange (the”Exchange“) on April 8, 2020. In response to the COVID-19 pandemic, the Exchange released the temporary relief measures, lowering the minimum price from $ 0.05 to $ 0.01 per share for shares issued in the as part of a private placement or for shares issued for borrowing, when the price of an issuer’s shares is not greater than $ 0.05 The Company will seek to use these temporary relief measures.
Each unit will consist of one common share of the capital of the Company and one common share subscription warrant (each, a “To guarantee“). Each warrant will allow its holder to purchase one additional common share of the Company at an exercise price of $ 0.03 per common share prior to the consolidation, for a period of eighteen (18) months from of the closing date of the placement (the “Closing Date“).
Each flow-through share will consist of one common share of the Company which will be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada).
The proceeds from the issuance of the Units will be used by the Company to provide working capital for general corporate purposes. The proceeds from the issuance of flow-through shares will be used to incur exploration expenses in Canada on the Company’s Anctil and Nemenjiche properties.
With regard to subscriptions taken out by an eligible discoverer (the “Searcher”), The Company will pay a commission to the Inventor as follows: (i) in respect of subscriptions for Units, the Company will pay a cash commission of 8% of the amount subscribed. In addition, the Company will issue to the Introducer on the Closing Date a warrant (a “”Researcher’s mandate”) Authorizing the Inventor to acquire, at a subscription price of $ 0.02 each, a number of Units equal to 8% of the number of Units subscribed, each Originator Warrant expiring 18 months from the Date Closing ; and (ii) with respect to flow-through share subscriptions, the Company, at its option, will pay a cash commission of 8% of the amount subscribed or issue to the Intermediary a number of Units equal to 8% of the number flow-through shares subscribed.
Closing of the offering is subject to all applicable regulatory approvals, including the approval of the Exchange.
All securities to be issued as part of the offering will be subject to a four month hold period from the closing date, in accordance with applicable Canadian securities laws, in addition to any other restrictions applicable under the policies. the stock exchange or securities laws of the jurisdictions outside of Canada where the securities are sold.
Consolidation of shares
The Company intends to consolidate its outstanding shares at the rate of one (1) post-consolidation ordinary share for ten (10) pre-consolidation ordinary shares. The Company intends to hold its next annual general meeting of shareholders in December 2020 and obtain shareholder approval for the reverse stock split at that meeting.
As of the date hereof, the Company has 113,179,312 common shares outstanding. Assuming the private placement is fully subscribed, the Company would have 178,179,312 common shares issued and outstanding prior to the Consolidation and, upon completion of the Share Consolidation, the Company would have 17,817,931 Common Shares issued and outstanding after the Consolidation.
An insider of the Company agreed to accept 2,500,000 common shares of the Company at a price of $ 0.20 per share after the Consolidation (corresponding to 25,000,000 common shares at a price of $ 0.02 per share). action before the merger) in settlement of the debt in the amount of $ 500,000 owed to him by the Company. Settlement of the debt is subject to the completion of the reverse stock split and the approval of the Exchange. Common shares issued pursuant to the debt settlement will be subject to a four month hold period from the date of issue.
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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. This press release may contain forward-looking statements. These statements are based on current expectations and assumptions which are subject to risks and uncertainties. Actual results could differ materially due to factors discussed in the management comments and analysis section of our interim and most recent annual financial statements or other reports and documents filed with the TSX Venture Exchange and regulations. applicable Canadian Securities. We assume no obligation to update any forward-looking statements, except as required by applicable law.