Sky Gold closes $1.19-million private placement

Executive Summary

• Sky Gold Corp. has closed an oversubscribed non-brokered private placement, raising aggregate gross proceeds of $1,194,000.
• The company issued 23.88 million units at a price of $0.05 per unit, with proceeds allocated to advancing the Evening Star project in Nevada and general working capital.
• The transaction includes significant insider participation, with senior officers and directors subscribing for 1.9 million units, constituting a related-party transaction.

Key Details

• Transaction Structure: Non-brokered private placement.
• Units Issued: 23.88 million units.
• Price Per Unit: $0.05.
• Gross Proceeds: $1,194,000.
• Unit Composition: Each unit consists of one common share and one-half transferable common share purchase warrant.
• Warrant Terms: Each whole warrant entitles the holder to purchase one warrant share for a 36-month period after closing at an exercise price of $0.08 per share.
• Use of Proceeds: Advancing the Evening Star project in Nevada and general working capital.
• Finder’s Fees: Total fees of $70,400 in cash and 1,688,000 non-transferable finders' warrants paid to Haywood Securities Inc., Canaccord Genuity Corp., Ventum Financial Corp., Sherbrooke Street Capital (SSC) Inc., Stephen Avenue Securities Inc., and Highgate Group Inc.
• Finder’s Warrant Terms: Each finder's warrant entitles the finder to purchase one warrant share for a 36-month period after closing at an exercise price of $0.08 per share.
• Insider Participation: Senior officers and directors subscribed for an aggregate of 1.9 million units.
• Regulatory Exemptions: Relied on exemptions under Multilateral Instrument 61-101 for formal valuation (Section 5.5(b)) and minority shareholder approval (Section 5.7(1)(b)) due to fair market value being less than $2.5 million.
• Hold Period: Shares issued are subject to a four-month hold period under applicable Canadian securities laws.