Vancouver, British Columbia–(July 31, 2020) – Phoenix Gold Resources Corp. (the
“Company”) (TSXV: PXA) is pleased to announce that it has completed a non-brokered private
placement offering (the “Private Placement”) raising gross proceeds of $200,000 through the
sale of 4,000,000 common shares (“Shares”) of the Company at a price of $0.05 per Share.
The Company intends to use the net proceeds of the Private Placement for working capital and
general corporate purposes. No finders fees were paid in respect of the Private Placement.
The Company has received conditional approval for the Private Placement from the TSX Venture
Exchange. All Shares issued pursuant to the Private Placement will be subject to a four month
hold period from the date of issue.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this press release.
Multilateral Instrument 61-101
Under the Private Placement, a company controlled by Andrew Lee, a director of the Company,
participated in the Private Placement subscribing for 200,000 Shares for gross proceeds of
$10,000. His participation in the Private Placement is considered a “related party transaction”
pursuant to Multilateral Instrument 61-101—Protection of Minority Security Holders in Special
Transaction (“MI 61-101”), but the Company is exempt from the requirements to obtain formal
valuation and minority shareholder approval in connection with his participation in reliance,
respectively, on Section 5.5(b) of MI 61-101 as the Company is not listed on a “specified market”
and on Section 5.7(1)(b) of MI 61-101 as a distribution of securities for cash not exceeding
$2,500,000 which is approved by independent directors. The Private Placement did not result in
the creation of a new control person of the Company. The Company did not file a material change
report more than 21 days before the expected closing of the Private Placement as the details of the
Private Placement and participation therein by related parties of the Company were not yet settled
until shortly before closing and the Company wished to close expeditiously without delay in
keeping with best business practices.
Early Warning Disclosure
Mr. Brad Newell acquired 1,000,000 Shares under the Private Placement. Prior to the Private
Placement, Mr. Newell held no Shares of the Company, which represented 0% of the issued and
outstanding shares of the Company. After giving effect to the Private Placement, Mr. Newell
beneficially owns and controls a total of 1,000,000 Shares, which represents 11.06% of the
Company’s issued and outstanding Shares on a non-diluted and fully diluted basis as there are
currently no outstanding convertible securities of the Company. Mr. Newell acquired the Shares
for investment purposes. Mr. Newell intends to evaluate his investment in the Company and to
increase or decrease his shareholdings from time to time as he may determine appropriate. A copy
of the early warning report being filed by Mr. Newell may be obtained by contacting the
Company at 778-302-2257.
Canal Front Investments Inc. (“Canal Front”), which is owned or controlled by Mr. Blair
Naughty, acquired 1,000,000 Shares under the Private Placement. Prior to the Private Placement,
Mr. Naughty, directly or indirectly, held 356,000 Shares of the Company, which represented
7.1% of the issued and outstanding shares of the Company. After giving effect to the Private
Placement, Mr. Naughty, directly or indirectly, beneficially owns and controls a total of
1,356,000 Shares, which represents 15.0% of the Company’s issued and outstanding Shares on a
non-diluted and fully diluted basis as there are currently no outstanding convertible securities of
the Company. Mr. Naughty, acquired the Shares through Canal Front for investment purposes.
Mr. Naughty intends to evaluate his investment in the Company and to increase or decrease his
shareholdings from time to time as he may determine appropriate. A copy of the early warning
report being filed by Mr. Naughty may be obtained by contacting the Company at 778-302-2257.
Cautionary Statement Regarding Forward-Looking Information
This news release may contain “forward-looking information” and “forward-looking
statements” within the meaning of applicable Canadian securities legislation. All information
contained herein that is not historical in nature may constitute forward-looking information.
Forward-looking statements herein include but are not limited to statements relating to the
Company’s business intentions, and are necessarily based upon a number of assumptions that,
while considered reasonable by management, are inherently subject to business, market and
economic risks, uncertainties and contingencies that may cause actual results, performance or
achievements to be materially different from those expressed or implied by forward-looking
statements. Except as required by law, the Company disclaims any obligation to update or revise
any forward-looking statements. Readers are cautioned not to put undue reliance on these
For further information:
Chief Financial Officer
Not for distribution to U.S. Newswire Services or for dissemination in the United States.
Any failure to comply with this restriction may constitute a violation of U.S. securities laws.