Angus Ventures Closes $2.6 Million Flow-Through Placement
Angus Ventures Inc. has announced that it has closed its previously announced non-brokered flow-through private placement for a gross proceeds of $2,646,000. The Financing was comprised of 6,000,000 flow-through shares of the Company (“FT Shares”) at a price of C$0.441 per FT Share. Each FT Share consists of one common share in the capital of the Company (a “Common Share”) issued on a flow-through basis within the meaning of the Income Tax Act (Canada) (“Tax Act”). The gross proceeds will be used to fund exploration on Angus’ projects. Gross proceeds received by the Company from the sale of FT Shares will be used to incur Canadian Exploration Expenses that are ''flow-through'' mining expenditures as such terms are defined in the Tax Act.
In connection with the Financing, the Company has issued an aggregate of 235,530 Common Shares to Medalist Capital Ltd. for their assistance with the Financing. The Financing is subject to the final acceptance of the TSX Venture Exchange. All securities issued in connection with the Financing are subject to the statutory four months and a day hold period under applicable Canadian Securities Laws.
Certain directors, officers and other insiders of the Company (collectively the “Insiders”) have acquired a total of 2,375,030 Common Shares of the Company. The acquisition by Insiders of Common Shares in connection with the Financing constitutes a "related party transaction", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under MI61-101 on the basis that the acquisition of Common Shares by Insiders in connection with the Financing does not exceed 25% of the fair market value of the Company’s market capitalization.
In connection with the Financing, Mr. Jamie Sokalsky, and Mr. David Palmer, each an insider of the Company, have acquired 640,000 Common Shares each. Immediately prior to acquisition, Mr. Sokalsky held directly and indirectly 4,635,000 Common Shares or approximately 19% of the then issued and outstanding Common Shares and Mr. Palmer held directly and indirectly 4,360,000 Common Shares or approximately 18% of the then issued and outstanding Common Shares, calculated on the partially diluted basis. Following the acquisition of Common Shares in connecting with the Financing, Mr. Sokalsky holds 5,275,000 Common Shares or approximately 17.2% of the total number of issued and outstanding Common Shares and Mr. Palmer holds 5,000,000 or approximately 16.3% of the total number of issued and outstanding Common Shares on a partially diluted basis. The Common Shares were acquired by Messrs. Sokalsky and Palmer for investment purposes, and depending on market and other conditions, each of Messrs. Sokalsky and Palmer may from time to time in the future increase or decrease their respective ownership, control or direction over securities of the Company, through market transactions, private agreements, or otherwise. For the purposes of this notice, the address of each of Messrs. Sokalsky and Palmer is 18 King Street East, Suite 902, Toronto, Ontario M5C 1C4.
In satisfaction of the requirements of the National Instrument 62-104 - Take-Over Bids And Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Early Warning reports respecting the acquisition of Common Shares by each of Messrs. Sokalsky and Palmer will be filed under the Company’s SEDAR Profile at www.sedar.com.
About Angus Ventures:
Angus Ventures is a Canadian gold exploration company with a 197-square-kilometres land package located in north-central Ontario approximately 50 kilometres west of the town of Wawa and lies between Wesdome Gold Mines’ two producing mines.
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