Endurance Gold Corporation (EDG - TSX.V, "Endurance", or the "Company") is pleased to announce that it intends to complete a non-brokered private placement of up to 10,000,000 units (each, a "Unit") at a price of $0.05 per Unit for gross proceeds of up to $500,000 (the "Offering"). Each Unit consists of one common share and one non-transferable common share purchase warrant (the "Warrant"). Each such Warrant is exercisable into one common share at a price of $0.05 per share for a period of three years from the date of closing (the "Closing"). The Warrants are subject to an accelerated expiry date which comes into effect when the weighted average trading price of the common shares of the Company closes at or above $0.10 per share for twenty consecutive trading days in the period commencing four months after the Closing. In the event that the Company gives an expiry acceleration notice (the "Notice") to holder of the warrants, the expiry date of the Warrants will be 30 days from the date of the Notice.
The Offering is not subject to any minimum aggregate amount. The gross proceeds from the Offering will be used to fund the Company's exploration activities and for general working capital purposes.
The Offering is being made available to accredited investors and existing shareholders of the Company, who as of the close of business on April 6, 2015 held common shares of the Company (and who continue to hold common shares of the Company at the time of closing), pursuant to the prospectus exemptions set out in B.C. Instrument 45-534 and in similar instruments in other provinces of Canada. In accordance with the Existing Shareholder Exemption (currently not available in Ontario, Newfoundland and Labrador), the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
Unless the Company determines to increase the gross proceeds of the Offering and receives Exchange approval for such increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $500,000, subscriptions will be accepted at the discretion of the Company. If the Offering is oversubscribed, subscriptions pursuant to the Existing Shareholder Exemption will be pro-rated among the existing shareholders in accordance with their respective shareholdings on the record date.
The Offering is subject to regulatory acceptance. The securities issued in the Offering will be subject to a statutory hold period of four months plus one day from the Closing. Certain directors and/or officers of the Company intend to participate in the private placement and their holdings of securities of the Company will increase as a result.
Cash Finders' fees in the amount of 7.0% may be paid in connection with certain subscriptions under the private placement.
ENDURANCE GOLD CORPORATION
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 news release. This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from the expected results.