/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Feb. 02, 2018 (GLOBE NEWSWIRE) — Steppe Gold Ltd. (“Steppe Gold” or the “Company”) is pleased to announce the closing of a non-brokered private placement (the “Offering”) of special warrants of the Company (the “Special Warrants”) on February 1st, 2018. Under the Offering, the Company issued 1,257,210 Special Warrants at an offering price of $3.00 per Special Warrants (the “Purchase Price”) for aggregate gross proceeds of $3,771,630.
Each Special Warrant not previously exercised will be automatically exercised, without payment of additional consideration, on the second business day (the “Deemed Exercise Date”) after the later of (i) the date on which a receipt for a final prospectus (the “Final Prospectus”) is issued by the Ontario Securities Commission on behalf of the securities regulatory authorities in the provinces of Canada (except Quebec) qualifying the distribution of the Warrant Shares (as defined below); and (ii) the date the common shares of the Company are conditionally approved for listing on a recognized stock exchange. The holders of Special Warrants will receive (subject to adjustment), upon such automatic exercise, for no additional consideration, one common share of the Company (a “Warrant Share”) for each Special Warrant held.
If the Company completes a public offering of common shares pursuant to the Final Prospectus at a price per common share (the “IPO Price”) of any amount other than the Purchase Price, the number of Warrant Shares issuable upon conversion of each Special Warrant at the Deemed Exercise Date shall be adjusted such that each Special Warrant shall convert into such number of Common Shares equal to the Purchase Price divided by the IPO Price.
The Special Warrants were created and issued pursuant to a Special Warrant Indenture dated February 1st, 2018 between the Company and TSX Trust Company (the “Special Warrant Agent”).
On completion of the Offering, the gross proceeds from the Offering (“Escrow Proceeds”) were deposited with the Special Warrant Agent to be held by the Special Warrant Agent as agent and bailee for and on behalf of the holders of Special Warrants and retained by the Special Warrant Agent in escrow in accordance with the provisions of the Special Warrant indenture. If the Company obtains the receipt for the Final Prospectus on or prior to February 28, 2018 (the “Deadline Date”), the Escrowed Proceeds together with any interest accrued or income generated thereon shall be released to the Company. In the event that the receipt for the Final Prospectus is not obtained on or prior to the Deadline Date (unless otherwise agreed to by the holders of the Special Warrants), all outstanding Special Warrants shall be cancelled and within three business days following the Deadline Date the Special Warrant Agent shall deliver by cheque, the amount of the Purchase Price per Special Warrant plus the pro rata portion of any interest earned or income generated on the Escrowed Proceeds, less any withholding tax required to be withheld in respect thereof, to holders of Special Warrants
On November 2, 2017, the Company filed a preliminary prospectus with the securities regulatory authorities in each province of Canada (except Quebec). The Company intends to file an amended and restated preliminary prospectus to include the qualification of the Warrant Shares issuable on the deemed exercise of the Special Warrants.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information, please contact:
President and Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements Forward-Looking Statements:
The above contains forward-looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward-looking statements. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Forward-looking statements in this release include statements regarding future exploration programs, operation plans, geological interpretations, mineral tenure issues and mineral recovery processes. Although we believe the expectations reflected in our forward-looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.