Advance Gold Corp. ("Advance Gold" or the "Company") announces that it has closed the $49,000 non-brokered private placement previously announced on April 20, 2016, having issued 980,000 common shares in the capital of the Company at a price per share of $0.05 to a private company controlled by Jim Gillis, the President, Chief Executive Officer and a director of Advance Gold, the sole subscriber to the offering. The shares issued under this offering are subject to a hold period until September 14, 2016, in accordance with applicable securities legislation and the polices of the TSX Venture Exchange. The proceeds of the private placement will be used by the Company for general corporate purposes.
Mr. Gillis's involvement in this offering resulted in related party considerations pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Advance Gold relied on section 5.5(c) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securities distributed in the transaction did not, nor did the cash consideration received by Advance Gold for the securities, insofar as the transaction involved interested parties, exceed $2,500,000. As a result of the transaction, Mr. Gillis's voting interest (direct and indirect) in the Company increased from approximately 9.7% to approximately 19.9%. As of the date of this release, Advance Gold has four independent directors in respect of the transaction, who are not employees of the Company, all of whom approved the transaction. Neither Advance Gold nor, to the knowledge of Advance Gold after reasonable inquiry, Mr. Gillis has knowledge of any material information concerning Advance Gold or its securities that has not been generally disclosed.
About Advance Gold Corp: Advance Gold is focused on acquiring and developing gold and precious metal projects in stable jurisdictions with manageable risk.
For further information, please contact:
Jim Gillis, President
Advance Gold Corp.
432 Royal Avenue
Kamloops, BC V2B 3P7
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 the Company 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 may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors should change, except as required by law.
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.
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