Not for distribution to United States newswire services or for dissemination in the United States
VANCOUVER, BRITISH COLUMBIA - Midas Gold Corp. (TSX:MAX / OTCQX:MDRPF) (“Midas Gold” or the “Company”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc., on behalf of a syndicate of agents (the “Agents”), under which the Agents have agreed to sell up to 12,000,000 units of the Company (“Units”) at a price of C$0.42 per Unit on a best-efforts private placement basis, representing gross proceeds to the Company of up to C$5,040,000 (the “Brokered Financing”). The Company may concurrently complete a non-brokered private placement (the “Non-Brokered Financing” and together with the Brokered Financing, the “Financings”) on the same terms as the Brokered Financing to raise up to an additional C$3,000,000 for aggregate gross proceeds to the Company of up to C$8,040,000. Certain Directors and employees of Midas Gold plan to participate in the Non-Brokered Financing.
In addition, the Agents have been granted an over-allotment option to sell up to an additional C$1,000,000 of Units on the same terms as the Financings.
Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one additional common share of the Company at an exercise price of C$0.60 for a period of 24 months following the closing of the Financings.
The Company intends to use the net proceeds of the Financings to fund the continued advancement of the Company’s Stibnite Gold Project, and for working capital and general corporate purposes.
Closing of the Financings is expected to be on or about May 20, 2015 and is subject to certain conditions, including but not limited to, the receipt of all necessary approvals, including the approval of the TSX, and other securities regulatory authorities as applicable.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 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 or to, or for the account or benefit of, “U.S. persons,” as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.
For further information about Midas Gold Corp., please contact:
Liz Caridi - Manager, Investor Relations
About Midas Gold and the Stibnite Gold Project
Midas Gold Corp., through its wholly owned subsidiaries, is focused on the exploration and, if warranted, development of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by its Stibnite Gold Project.
Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; and the plans for completion of the Financings, expected use of proceeds and business objectives. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as “anticipates”, “expects”, “understanding”, “has agreed to” or variations of such words and phrases or statements that certain actions, events or results “would”, “occur” or “be achieved”. Although Midas Gold has attempted to identify important factors that could affect Midas Gold and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended, including, without limitation, the risks and uncertainties related to the Financings not being completed in the event that the conditions precedent thereto are not satisfied; uncertainties related to raising sufficient financing in a timely manner and on acceptable terms. In making the forward-looking statements in this news release, Midas Gold has applied several material assumptions, including the assumptions that (1) the conditions precedent to completion of the Financings will be fulfilled so as to permit the Financings to be completed in or about May of 2015; (2) all necessary approvals and consents in respect of the Financings will be obtained in a timely manner and on acceptable terms; and (3) general business and economic conditions will not change in a materially adverse manner. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Midas Gold does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.