Symbol: TSX-V: CGW
VANCOUVER, April 5 /CNW/ - CONSOLIDATED GOLD WIN VENTURES INC. (the
"Company") announces on April 4, 2005 that it has engaged Northern Securities
Inc. (the "Agent") to raise up to $1,500,000 by way of a brokered private
placement. The closing date is on or before May 1, 2006 ("Closing").
Under the private placement, the Company plans to sell up to
6,000,000 non flow-through units at a price of $0.10 per non flow-through unit
and up to 7,500,000 flow-through units at a price of $0.12 per flow-through
unit. Each non flow-through unit consists of one common share and one non
flow-through common share purchase warrant, exercisable at $0.12 per share for
a period of 24 months from Closing. Each flow-through unit consists of one
flow-through common share and one non flow-through common share purchase
warrant, exercisable at $0.18 per share for a period of 24 months.
The Company will pay the Agent a commission of 10% of the aggregate gross
proceeds of the private placement and a 2% lead broker financial advisory fee
payable at Closing. In addition, the Company will issue to the Agent, at
Closing, broker warrants equal to 20% of the number of the non flow-through
units and flow-through units sold pursuant to the private placement. The
broker warrants entitle the holder to purchase non flow-through units at
$0.10 per non flow-through unit at any time prior to the date that is two
years from Closing. The Agent shall also receive a $10,000 and 100,000 non
flow-through units as a work fee at Closing.
Proceeds of the private placement will be used for further exploration
and development program and for general corporate purposes. The gross proceeds
from the sale of flow-through units will be used to incur exploration and
development expenses which qualify as Canadian Exploration Expenses under the
Income Tax Act (Canada).
The private placement is subject to the acceptance of the TSX Venture
Exchange, and all securities shall be subject to a 4 month hold period.
Souhail 'Abby' Abi-Farrage, President and Director
Consolidated Gold Win Ventures Inc.
Vancouver, BC
Email: moreinfo(at)v-cgw.com
The TSX Venture Exchange has neither approved nor disapproved of the
information contained herein. The statements that are not historical facts are
forward-looking statements involving known and unknown risk factors and
uncertainties which may cause actual results to vary considerably from these
statements. The risks and uncertainties include those described in the
company's quarterly filing with the SEC and other period filings.
%SEDAR: 00005626E
