Signature Announces Closing Of First Tranche Of Previously Announced Private Placement
August 25, 2020
Toronto, Ontario, August 25, 2020 – Signature Resources Ltd. (TSXV: SGU, OTCQB: SGGTF, FSE 3S3) ("Signature" or the "Company") is pleased to announce the closing of the first tranche of the non-brokered private placement announced on August 17, 2020 (the "Offering"). In this first tranche, the Company raised aggregate gross proceeds of $1,170,034 (the “First Tranche") by issuing 22,560,686 hard dollar units ("HD Units") at a price of $0.05 per HD Unit and 700,000 flow-through units ("FT Units") at a price of $0.06 per FT Unit. The Company expects to close on the balance of the $1,500,000 Offering in a second tranche.
"We are extremely pleased to that investors have enthusiastically embraced this first tranche of our Offering. They recognize the potential of Signature as the company continues to explore and develop its Lingman Lake gold property," commented Walter Hanych, CEO and President.
Each HD Unit issued pursuant to the First Tranche consists of one common share of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each FT Unit consists of one common share of the Company issued on a flow-through basis ("FT Share") and one half of one (1/2) Warrant. Each whole Warrant issued pursuant to the First Tranche will be exercisable into one Common Share at a price of $0.10 until August 25, 2022, provided that if after four months and one day following the closing of the First Tranche, the closing price of the Company's Common Shares on the TSX Venture Exchange is equal to or greater than $0.20 for 10 consecutive trading days, then the Company may accelerate the expiry date of the Warrants by disseminating a press release and in such case the Warrants will expire on the 30th day after the date on which such press release is disseminated by the Company. The FT Shares will qualify as “flow-through shares” (within the meaning of the Income Tax Act (Canada)).
In connection with the First Tranche. the Company paid aggregate cash finder's fees of $51,640 and issued 1,018,800 finder's warrants (each, a "Finder's Warrant"). Each Finder's Warrant is exercisable to acquire one Common Share at a price of $0.05 (for Finder's Warrants issued pursuant to the sale of HD Units) and $0.06 (for Finder's Warrants issued pursuant to the sale of FT Units) for a period of 24 months following closing of the First Tranche.
The Company also wishes to announce that a crew has been dispatched to the Lingman property to prepare the camp for a field exploration teams, which will be arriving beginning of September, to access high priority geophysical targets. The camp will also be upgraded for winter conditions in anticipation of winter drill program in 2021.
Signature intends to use the proceeds of the Offering for general working capital purposes, and for the development of the Company's Lingman Lake Project. The proceeds of the Offering related to FT Units will be used to incur eligible Canadian exploration expenses, as defined under the Income Tax Act (Canada) ("Qualifying Expenditures"), on or before December 31, 2021 for the continued advancement of the Company's Lingman Lake project. The Company will renounce the Qualifying Expenditures to investors with an effective date of no later than December 31, 2020.
The purchase of HD Units under the First Tranche of the Offering by Walter Hanych (Chief Executive Officer of the Company) constituted a “related party transaction” as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Offering under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves Mr. Hanych, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101).
All securities issued in the First Tranche of the Offering, including the Finder's Warrants, are subject to a statutory hold period expiring on December 26, 2020.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.
The Lingman Lake gold property consists of 622 staked claims, four free hold full patented claims and 14 mineral rights patented claims totaling approximately 12,148 hectares. The property hosts an historical estimate of 234,684 oz of gold* (1,063,904 tonnes grading 6.86 g/t with 2.73 gpt cut-off) and includes what has historically been referred to as the Lingman Lake Gold Mine, an underground substructure consisting of a 126.5-meter shaft, and 3-levels at 46-meters, 84-meters and 122-meters depths.
This historical resource estimate is based on prior data and reports obtained and prepared by previous operators, and information provided by governmental authorities. A Qualified Person has not done sufficient work to verify the classification of the mineral resource estimates in accordance with current CIM categories. The Company is not treating the historical estimate as a current NI 43-101 mineral resource estimate. Establishing a current mineral resource estimate on the Lingman Lake deposit will require further evaluation, which the Company and its consultants intend to complete in due course. Additional information regarding historical resource estimates is available in the technical report entitled, "Technical Report on the Lingman Lake Property" dated December 20, 2013, prepared by Walter Hanych, P.Geo., and Frank Racicot, P.Geo., available on the Company's SEDAR profile at www.sedar.com
To find out more about Signature Resources Limited, visit our website at www.signatureresources.ca , or contact:
Chief Executive Officer
Neither 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 news release.
This news release contains forward-looking statements which are not statements of historical fact. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, use of proceeds of the Offering, closing of future tranches of the Offering and proceeds therefrom, acceptance of regulatory filings by the Exchange, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to changes in general economic and financial market conditions, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.