JDL Gold and Luna Gold Announce Closing of the Bought Deal Private Placement Financing and Closing of the First Tranche of the Non-Brokered Private Placement Financing
March 2, 2017
Luna Gold Corp. (TSX: LGC) (“Luna Gold”) and JDL Gold Corp. (TSX-V: JDL) (“JDL”) are pleased to announce that further to their news releases dated February 1, February 14 and February 27, 2017, JDL has closed the bought deal private placement financing and the first tranche of the non-brokered private placement financing of subscription receipts, subject to final approval of the TSX Venture Exchange (the “TSX-V”).
The bought deal private placement financing consists of 10,000,000 subscription receipts (the “Subscription Receipts”) issued at a price of C$2.00 per Subscription Receipt, for gross proceeds of C$20,000,000. This amount includes the full exercise of the underwriters’ over-allotment option of C$5,000,000. The first tranche of the non-brokered private placement financing consists of 30,139,086 Subscription Receipts issued at a price of C$2.00 per Subscription Receipt, for gross proceeds of C$60,278,172. Each Subscription Receipt entitles the holder to receive automatically upon satisfaction of certain escrow release conditions, including closing of the Transaction (as defined below), without any further action on the part of the holder and without payment of additional consideration, one JDL common share (a “Common Share”) and one JDL listed common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of C$3.00 with an expiry date of October 6, 2021. The Common Shares and Warrants issued upon conversion of the Subscription Receipts may be traded by the holders through the facilities of the TSX-V and will not be subject to a statutory hold period.
Upon conversion of the Subscription Receipts, a commission of 5% will be paid in connection with the bought deal private placement financing to a syndicate of underwriters, co-led by Haywood Securities Inc. and National Bank Financial Inc. and including Cormark Securities Inc., Clarus Securities Inc., Eight Capital, Paradigm Capital Inc. and Raymond James Ltd.
Proceeds of the financings will be used to repay debt, for the exploration and development of the Aurizona gold project and for general corporate and working capital purposes.
The financings are being undertaken in connection with the business combination announced on February 1, 2017, whereby Luna Gold and JDL have entered into a plan of arrangement under section 192 of the Canada Business Corporations Act to combine their businesses (the “Transaction”), creating a multi-asset mining company. The combined company intends to change its name to Trek Mining Inc. and expects to trade on the TSX-V under the ticker symbol “TREK”.
The securities offered under the financings have not been, and will not be, registered under 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, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
This document contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). The use of the words "will", "will be", "may", "may be", "creating", "intends", "expected", and similar expressions are intended to identify forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding the proposed Transaction, the proposed non-brokered and bought deal private placement financings (together, the "Financings") and the use of such proceeds from the Financings. Although Luna Gold and JDL (the "Companies") believe that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Companies can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Companies’ periodic filings with Canadian securities regulators, and assumptions made with regard to: the Companies’ ability to complete the proposed Transaction; the Companies’ ability to secure the necessary shareholder, legal and regulatory approvals required to complete the Transaction; JDL’s ability to complete the Financings; the total gross proceeds from the Financings; the timing of the anticipated restart of production at Aurizona; the ability to advance exploration efforts at Aurizona and the Companies’ other projects; and the Companies’ ability to achieve the synergies expected as a result of the Transaction. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Companies do not undertake any obligations to publicly update and/or revise any of the included forward-looking statements, whether as a result of additional information, future events and/or otherwise, except as may be required by applicable securities laws.