Advanced Gold Announces Closing of Private Placement

Executive Summary

• Advanced Gold Exploration completed a non‑brokered private placement of 5,000,000 units at $0.05 per unit, raising up to $250,000 in gross proceeds.
• Each unit consists of one common share and half of a transferable warrant exercisable at $0.065 for two years; the offering included related‑party subscriptions totaling 2,800,000 units.
• Proceeds will be used for general corporate and working‑capital purposes; the transaction was undertaken under MI 61‑101 exemptions due to the company’s financial difficulty.

Key Details

• Units Issued: 5,000,000 (each = 1 common share + ½ warrant) at $0.05 per unit.
• Gross Proceeds: Up to $250,000.
• Warrant Terms: Right to purchase one common share at $0.065 per share for a period of two years from issuance.
• Related‑Party Participation: Insiders subscribed for 2,800,000 units (56% of total).
• Commission Payments: Cash commissions paid to eligible persons totalling $8,500; alternatively, the finder received 170,000 common shares in lieu of cash.
• Hold Period: Securities subject to a four‑month plus one day hold period and resale rules under applicable securities legislation.
• Use of Proceeds: General corporate and working‑capital purposes.
• Ownership Impact – Arndt Roehlig:
• Pre‑offering: 16,500 common shares (≈0.21% undiluted).
• Post‑offering: 2,516,500 common shares & 1,250,000 warrants (≈19.11% undiluted; ≈26.12% partially diluted).
• Regulatory Exemptions: Transaction relied on MI 61‑101 sections 5.5(g) and 5.7(1)(e); no material change report filed 21 days prior, deemed reasonable under the circumstances.
• Board Approval: Approved by independent directors (all except Messrs. Arndt Roehlig and Jim Atkinson). No special committee formed; no dissent recorded.

Notable Quotes

(No direct quotes were provided in the release.)