Vancouver, British Columbia–(July 16, 2020) – Phoenix Gold Resources Corp. (the
“Company”) (TSXV: PXA) announces that it intends to undertake a non-brokered private
placement offering (the “Private Placement”) to raise gross proceeds of up to $200,000 through
the sale of up to 4,000,000 common shares (“Shares”) of the Company at a price of $0.05 per
Share. The Company will pay up to 5% finder’s fees in cash in respect of subscriptions from
investors introduced by eligible finders. The Company intends to use the net proceeds of the
Private Placement for working capital and general corporate purposes.
The Private Placement is subject to approval of 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
Subject to regulatory approval, it is proposed that certain directors and officers of the Company
(the “Insiders”) will participate in the Private Placement. Participation by Insiders in the Private
Placement would be considered a “related party transaction” pursuant to Multilateral Instrument
61-101—Protection of Minority Security Holders in Special Transaction (“MI 61-101”). The
Company is exempt from the requirements to obtain formal valuation and minority shareholder
approval in connection with the Insiders’ participation in the Private Placement 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 is not expected to
result in the creation of a new control person of the Company.
For further information:
Chief Financial Officer
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
expected completion of the Private Placement, 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 forward-looking statements.
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.
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.