Business
TNR Gold Corp. Closes $360,000 Non-Brokered Private Placement
Vancouver, British Columbia--(Newsfile Corp. - November 17, 2017) - TNR Gold Corp. (TSXV: T...
About this update from Tnr Gold Corp.
[{"type":"text","content":"TNR Gold Corp. Closes $360,000 Non-Brokered Private PlacementVancouver, British Columbia--(Newsfile Corp. - November 17, 2017) - TNR Gold Corp. (TSXV: TNR) (\"TNR\" or the \"Company\") is pleased to announce that it has closed the previously announced non-brokered private placement for gross proceeds of $360,000. The private placement consists of 7,200,000 units at a price of $0.05 per unit (a \"Unit\"). Each Unit consists of one common share of the Company and a warrant to purchase one common share at $0.05 per share for five years. Of the 7,200,000 warrants issued, 2,400,000 warrants will include an acceleration clause such that if TNR common shares trade at a price over $0.08 for 30 consecutive days before July 1, 2018, the Company will have the right to accelerate the exercise of the 2,400,000 warrants at the $0.05 exercise price. In this case, the warrant holders must exercise the 2,400,000 warrants within 30 days after notice is provided by the Company. The securities issued pursuant to the private placement are subject to a hold period of four months plus one day from the date of issuance. Maurice Brooks, Greg Johnson, Kirill Klip, Ross Thompson and John Wisbey, directors of the Company, were subscribers in the private placement. Mr. Brooks acquired 120,000 Units, Mr. Johnson acquired 110,000 Units, Mr. Klip acquired 870,000 Units, Mr. Thompson acquired 100,000 Units and Mr. Wisbey acquired 6,000,000 Units. The issuance of private placement securities to non-arms' length parties constitutes a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (\"MI 61-101\"). Because the Company's shares trade only on the TSX Venture Exchange, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Section 5.7(b). The post-closing ownership in TNR by John Wisbey, before warrant exercise, is 15,390,000 shares, equivalent to approximately 9.8% of the outstanding common shares of the Company. Should all of the warrants held by Mr. Wisbey be exercised, his holdings would be 21,390,000 shares, equivalent to approximately 13% of the issued common shares (reflecting exercise of all of the w...