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Goldcliff Resource Closes First Tranche of Private Placement
VANCOUVER, British Columbia, March 29, 2023 (GLOBE NEWSWIRE) -- Goldcliff Resource Corporation (“Goldcliff” or the “Company”) (GCN: TSX.V, GCFFF: OTCBB PINKS) i
About this update from Goldcliff Resource Corporation
[{"type":"text","content":" VANCOUVER, British Columbia, March 29, 2023 (GLOBE NEWSWIRE) -- Goldcliff Resource Corporation (“Goldcliff” or the “Company”) (GCN: TSX.V, GCFFF: OTCBB PINKS) is pleased to announce the closing of the first tranche of its previously announced non-brokered private placement (“Private Placement”) consisting of (i) 2,200,000 units (each, a “NFT Unit”) for gross proceeds of $110,000; and (ii) 1,296,666 flow-through shares (each, a “FT Share”) for gross proceeds of $77,800. The Company expects the second tranche of the Private Placement to close on or before April 14, 2023. Each NFT Unit is comprised of one common share of the Company (each, a “Common Share”) and one half of one non-transferrable Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire an additional Common Share at an exercise price of $0.08 per Common Share for a period of 24 months. Each FT Share comprises one Common Share which qualifies as a “flow-through share” within the meaning of the Income Tax Act (Canada). Insiders of the Corporation subscribed for 2,000,000 NFT Units for aggregate gross proceeds of $100,000 and 996,666 FT Shares for aggregate gross proceeds of $59,800. Their participation in the Private Placement constitutes a \"related party transaction\" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (\"MI 61-101\"). The Corporation is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 available on the basis that the fair market value of the insiders' participation in the Private Placement, as determined in accordance with MI 61-101, did not exceed 25% of the Corporation's market capitalization. The NFT Units and FT Shares issued to subscribers who are insiders of the Company will be subject to a four month hold period. In connection with the closing of the first tranche of the Private Placement, and subject to approval from the TSX Venture Exchange, the Company will pay a finder’s fee of $700 cash and 14,000 finder’s Warrants (such Warrants to be issued on the same terms and conditions as the NFT Unit Warrants). Early Warning Disclosure In accordance with the requirements of Section 3.1 of National Instrument 62-103, George Sanders, President and CEO of ...