Business
Smithe Resources Corp. Files Filing Statement, Obtains Conditional Approval for Qualifying Transaction with TGC Gold Corp. and Announces Concurrent Financing Terms
Not for distribution to United States newswire services or for release publication, distribution,...
About this update from Toogood Gold Corp.
[{"type":"text","content":"Smithe Resources Corp. Files Filing Statement, Obtains Conditional Approval for Qualifying Transaction with TGC Gold Corp. and Announces Concurrent Financing TermsNot for distribution to United States newswire services or for release publication, distribution, or dissemination directly, or indirectly, in whole or in part, in or into the United States.Vancouver, British Columbia--(Newsfile Corp. - April 3, 2025) - Smithe Resources Corp. (TSXV: SMTH.P) (\"Smithe\" or the \"Company\"), a capital pool company listed on the TSX Venture Exchange (the \"Exchange\"), and TGC Gold Corp. (\"TGC\") are pleased to announce that the Exchange has conditionally approved the proposed business combination (the \"Transaction\") between TGC and the Company previously announced in the Company's press release dated February 19, 2025. The Transaction remains subject to the final approval of the Exchange and satisfaction of closing conditions customary for transactions of this nature. The Company, upon and subject to completion of the Transaction (the \"Resulting Issuer\"), will continue under the name \"Toogood Gold Corp\" and trade on the Exchange under the symbol \"TGC\". The Company has filed a filing statement that is dated effective March 31, 2025 (the \"Filing Statement\") with the Exchange and on the Company's SEDAR+ profile at www.sedarplus.ca. Additional information in respect of the Transaction, the Company and TGC can be found in the Filing Statement.Concurrent FinancingIn connection with the Transaction, the Company will complete a non-brokered private placement (the \"Concurrent Financing\") of: (i) 11,538,462 common shares of the Company, each qualifying as a \"flow-through share\" as such term is defined in the Income Tax Act (Canada) (the \"Flow-Through Shares\"), at a price of $0.13 per Flow-Through Share for gross proceeds of $1,500,000; and (ii) a minimum of 20,000,000 non flow-through common shares of the Company (the \"Non-FT Shares\") and a maximum of 30,000,000 Non-FT Shares at a price of $0.10 per Non-FT Share, for gross proceeds of $2,000,000 in the case of the minimum offering, and up to $3,000,000 in the case of the maximum offering.In connection with the Concurrent Financing, the Company will pay finders' fees of up to 8.0% of the gross proceeds raised by the Company from the sale of Flow-Through Shares and Non-FT Shares t...