Toronto, Ontario--(Newsfile Corp. - April 8, 2024) - Big Gold Inc. (CSE: BG) (FSE: H7L) (the "Company" or "Big Gold") is pleased to announce the launch of two concurrent non-brokered private placement of securities for up to $655,000 (the "Offering").
The Company is in active planning stage for a mid-year 2024 maiden drill program at its Tabor Project for which a major portion of the proceeds will be used. The Tabor Project is located directly next to Goldshore Resources and on trend with Delta Resources in Thunder Bay District, Ontario.
Listed Issuer Financing Exemption Private Placement
As part of the LIFE Offering, Big Gold will issue up to 13,000,000 non-flow-through units under the Listed Issuer Financing exemption (the "LIFE Units") for gross proceeds of $455,000 at a price of $0.035 per LIFE Unit.
Each LIFE Unit will be comprised of one common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company for a period of eighteen (18) months from the date of issuance at an exercise price of $0.05 per Share.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Offering is being made to purchasers residing in each of the Provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Exemption"). The securities offered under the Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at and on the Company's website at . Prospective investors should read this Offering Document before making an investment decision.
The LIFE securities issued pursuant to the offering will not be subject to any statutory hold period in accordance with applicable Canadian securities laws.
Flow-Through Private Placement
The Company will also be conducting a non-brokered Flow-Through Private Placement in which it will issue up to 5,000,000 flow-through shares (the "FT Shares") priced at $0.04 per FT Share.
Each FT Share will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act").
The entire gross proceeds from the FT Shares will be used for Canadian Exploration Expenses as such term is defined in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act, and "flow through mining expenditures" as defined in subsection 127(9) of the Tax Act that will qualify as "flow-through mining expenditures", and "Ontario flow-through mining expenditures" as defined in subsection 103(4) of the Income Tax Act (Ontario), which will be incurred on or before December 31, 2025 and renounced with an effective date no later than December 31, 2024 to the initial purchasers of FT Shares.
In accordance with applicable Canadian securities laws, all FT Shares issued pursuant to the private placement will be legended with a hold period of four months and one day from the date of issuance.
The Company may pay finders' fees comprised of cash and non-transferable warrants in connection with both Offerings, subject to compliance with the policies of the CSE.
The Offerings are scheduled to close on or about May 15, 2024 (the "Closing Date"), unless otherwise disclosed by the Company.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.
