Advance Gold Corp. ("Advance Gold") announces that, subject to acceptance by the TSX Venture Exchange, it proposes borrowing $50,000 from two lenders. The loan will bear interest at 10% per annum and is payable on maturity of the loan, 12 months from the date of advance of funds. Advance Gold may repay the loan (principal and interest) in whole or in part prior to maturity without notice, bonus or penalty, at its sole discretion. Advance Gold will use the loan proceeds for general corporate purposes.
Subject to acceptance by the TSX Venture Exchange, Advance Gold proposes issuing to the lenders an aggregate 200,000 common shares as a bonus in accordance with the policies of the Exchange. Shares issued by Advance Gold to the lenders as a bonus will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation and the policies of the Exchange.
Advance Gold also announces that, subject to regulatory and shareholder approvals, it proposes a consolidation of its common shares on the basis of up to 5 old shares for 1 new share or such lesser ratio as the directors of Advance Gold may determine appropriate. Advance Gold will seek shareholder approval of the proposed consolidation at a special meeting to be held on Thursday, May 1, 2014.
Advance Gold currently has 38,281,696 common shares issued and outstanding and there will be approximately 7,696,339 common shares issued and outstanding on a post-consolidated basis, subject to adjustment as a result of elimination of fractional shares, should a 5:1 consolidation be effected. Pursuant to Advance Gold's governing corporate law, each fractional share resulting from the consolidation that is less than one-half of a share will be cancelled and each fractional share that is at least one-half of a share will be rounded up to one whole share. Should the consolidation proceed, the number of common shares entitled to be purchased pursuant to the terms of outstanding options and warrants and the per share exercise price for such shares will be adjusted accordingly, in accordance with the terms of the respective options and warrants. This proposed consolidation does not change a shareholder's proportionate ownership interest in Advance Gold Corp.
The proposed consolidation is subject to acceptance by the TSX Venture Exchange. In particular, Advance Gold will be required to meet the Exchange's continued listing requirements upon completion of a consolidation. There is no guarantee that Exchange acceptance of a consolidation will be given or that Advance Gold will meet the Exchange's continued listing requirements upon completion.
Should the Board of Directors proceed to effect a consolidation of Advance Gold's issued securities, a further news release will be issued announcing the effective date for the consolidation and a Letter of Transmittal will be mailed to Advance Gold's registered shareholders, which shareholders can use to exchange their current share certificates for certificates representing the consolidated number of shares. No action will be required to effect consolidation of beneficially held securities by non-registered shareholders, who hold securities of Advance Gold through an intermediary.
Concurrent with effecting a consolidation, the Board of Directors may determine, in its sole discretion subject to acceptance by the TSX Venture Exchange, to also change Advance Gold's name.
Details with respect to the proposed consolidation will be included in an Information Circular to be prepared by Advance Gold's management and mailed to shareholders in connection with the special meeting. The Information Circular will, in due course, be electronically filed with regulators and then available for viewing under Advance Gold's issuer profile on the SEDAR website at www.sedar.com.
For additional information, please contact:
James T. Gillis, Director
Telephone: (250) 574-5011
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Advance Gold Corp. believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or realities may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Advance Gold Corp.'s management on the date the statements are made. Except as required by law, Advance Gold Corp. undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.