Independence Gold closes $3.5-million private placement

Executive Summary

• Independence Gold Corp. has closed a non-brokered private placement, raising a total of $3.5 million.
• The financing consisted of 3,622,400 units and 28,525,092 flow-through common shares, with significant participation from company insiders.
• Proceeds will be utilized for Canadian exploration expenses (flow-through shares) and exploration and general/administrative expenses (units).

Key Details

• Total Gross Proceeds: $3,500,000.
• Units Issued: 3,622,400 units at $0.10 per unit, generating $362,240 in proceeds.
• Flow-Through Shares Issued: 28,525,092 flow-through common shares at $0.11 per share, generating $3,137,760 in proceeds.
• Warrant Terms (Units): Each unit includes one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable into one common share at an exercise price of $0.15 for a period of 24 months from the date of issue.
• Finder’s Fees: Aggregate cash fees of $193,545 were paid. Additionally, 1,773,953 non-transferable finders' compensation warrants were issued. These finder's warrants allow the purchase of one common share at $0.15 per share until December 19, 2027.
• Insider Participation: Insiders subscribed for 472,400 units and 500,000 flow-through common shares, contributing $102,240 in aggregate proceeds. This transaction is classified as a related party transaction under TSX Venture Exchange and Multilateral Instrument 61-101 policies.
• Regulatory Exemptions: The company relied on exemptions from minority shareholder approval and formal valuation requirements under sections 5.7(1)(b) and 5.5(b) of MI 61-101. The board of directors, including independent directors, unanimously approved the placement.
• Use of Proceeds:
  • Flow-through share proceeds: Canadian exploration expenses as defined by the Income Tax Act (Canada) at properties in British Columbia.
  • Unit proceeds: Exploration and general and administrative expenses.
• Hold Period: All securities issued are subject to a statutory hold period of four months plus one day from the date of completion.

Notable Quotes

• "We are very pleased that the market continues to support the company with the completion of another successful financing. This funding will allow us to focus on growing the resources, as well as a major exploration program at the 3Ts project." — Randy Turner, President and CEO