Advanced Gold closes $250,000 private placement

Executive Summary

• Advanced Gold Exploration Ltd. has completed a non-brokered private placement, issuing 5 million units for gross proceeds of up to $250,000.
• The offering was heavily subscribed by insiders, specifically Mr. Arndt Roehlig and Mr. Jim Atkinson, who subscribed for 2.8 million units, constituting a related party transaction under Multilateral Instrument 61-101.
• Proceeds are designated for general corporate and working capital purposes, with the transaction relying on exemptions from valuation and minority shareholder approval requirements due to the company's financial difficulty.

Key Details

• Transaction Structure: Non-brokered private placement of 5,000,000 units.
• Price: $0.05 per unit.
• Gross Proceeds: Up to $250,000.
• Unit Composition: Each unit consists of one common share and one-half of one whole transferable common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to acquire one common share at an exercise price of $0.065 per share for a period of two years from issuance.
• Use of Proceeds: General corporate and working capital purposes.
• Hold Period: Four months plus one day from the date of issuance, subject to applicable securities legislation resale rules.
• Commissions:
  • Cash commissions paid: $8,500.
  • Finder’s fee in shares: 170,000 common shares issued in lieu of cash commissions for certain eligible persons.
• Related Party Transaction Details:
  • Insiders subscribed for an aggregate of 2,800,000 units.
  • The company relied on exemptions from MI 61-101 valuation and minority shareholder approval requirements (sections 5.5(g) and 5.7(1)(e)) because the company is in financial difficulty and the transaction is designed to improve its financial position.
  • No material change report was filed 21 days prior to closing, deemed reasonable to complete the offering expeditiously.
  • Approved by independent directors (excluding Arndt Roehlig and Jim Atkinson). No special committee was established.
• Shareholder Dilution/Impact:
  • Prior to closing, Mr. Roehlig held 16,500 shares (~0.21%).
  • Upon completion, Mr. Roehlig holds 2,516,500 common shares and 1.25 million warrants.
  • Mr. Roehlig’s ownership represents approximately 19.11% of issued and outstanding common shares on an undiluted basis and approximately 26.12% on a partially diluted basis.
  • An early warning report regarding Mr. Roehlig’s holdings is available on SEDAR+.

Notable Quotes

• None provided in the text.