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TORONTO, March 19, 2018 (GLOBE NEWSWIRE) — Steppe Gold Ltd. (“Steppe Gold” or the “Company”) is pleased to announce that it has filed an amended and restated preliminary prospectus with the securities regulatory authorities in each of the provinces of Canada, except Quebec, in connection with a proposed initial public offering (the “Offering”) of units of the Company (the “Units”). Each Unit shall be comprised of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will be exercisable for one Common Share at an exercise price equal to 150% of the issue price of the Offering for a period of 24 months after the closing date of the Offering. The number of Units to be sold and the price range for the proposed Offering have not yet been determined.
The Units will be sold on a “best efforts” agency basis by a syndicate of agents co-led by Haywood Securities Inc. and PI Financial Corp. (collectively, the “Agents”).
The amended and restated preliminary prospectus also qualifies the distribution of securities on the deemed exercise of 1,287,210 previously issued special warrants of the Company. The special warrants were issued on a private placement basis at price of $3.00 per special warrant (the “SW Purchase Price”) on February 1, 2018 and February 22, 2018 pursuant to the terms of a Special Warrant Indenture dated February 1, 2018 between the Company and TSX Trust Company, as Special Warrant Agent. The number of securities to be issued on the deemed exercise of each special warrant with be equal to the SW Purchase Price divided by the price at which Units are offered and sold under the Offering.
The amended and restated preliminary prospectus remains subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy Units until a receipt for the final prospectus has been issued by the relevant securities commissions in Canada. A copy of Steppe Gold’s amended and restated preliminary prospectus dated March 16, 2018 is available on the SEDAR website at www.sedar.com.
The securities offered 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 U.S. state securities laws, and may not be offered or sold in the United States or to United States persons absent of registration, or the availability of any applicable exemption from the registration requirement, of the U.S. Securities Act and applicable U.S. state securities laws. This release shall not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 the completion of the Offering. 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.