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Private Placement The Company proposes to undertake a private placement of up to 6,900,000 Units (the “Units”) at a price of CDN$0.05 per Unit for gross proceeds of up to CDN$345,000. Each Unit will consist of one common share and one transferrable share purchase warrant (a “Warrant”), with each Warrant entitling the holder to purchase an additional common share (a “Warrant Share”) for a period of two (2) years at a price of CDN$0.085 per Warrant Share in the first year of exercise and CDN$0.12 per Warrant Share in the second year of exercise. The proceeds of the private placement will be used for the Phase 1 Tin Cup exploration program and general working capital. The securities issued pursuant to the private placement and the debt settlement will be subject to a hold period of four months and one day from the date of issuance of the securities. The Company may pay finders’ fees in connection with the private placement, subject to compliance with the policies of the TSX Venture Exchange (“TSX.V”). Completion of the private placement, debt settlement and the payment of any finders’ fees remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSX.V.
Shares for DebtAdditionally, subject to regulatory approval, the Company proposes to settle CDN$750,390 due to creditors by the way of the issuance of an aggregate of 4,060,000 shares at a deemed price of CDN$0.05 per share, paying CDN$4,500 in cash and recording a gain on settlement of accounts payable of $542,890.
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