(TheNewswire)
Vancouver,B C - TheNewswire - May 2, 2023 - NewrangeGold Corp. (TSXV:NRG ) (OTC :NRGOF ) ( Frankfurt:X6C) (" Newrange " or the “ Company ") ispleased to announce that it has closed the Bridge Financing associatedwith the proposed Reverse Takeover (the “RTO”) with ASX-listedMithril Resources Limited.
The Company issued 4,905,112 units (the "Units") at aprice of $0.09 per Unit for gross proceeds of $441,460. Each Unitconsists of one common share (“Share”) in the capital of theCompany and one share purchase warrant ("Warrant") with eachWarrant being convertible into an additional Share at an exerciseprice of $0.12 for a period of 36 months from the date of issuance.
Cash finder’s fees in the amount of$12,383 were paid on the financing and the Company issued 137,589share purchase finders units (the “Finders Units”). Each FindersUnit entitles the holder thereof to purchase one Share at a price of$0.09 and one non-transferable Warrant at an an exercise price of$0.12 for a three-year period. The names of the finders receivingfees are IBK Capital Corp., Research Capital Corp., Arlington GroupAsset Management and Sector Investment Managers Ltd.
The net proceeds raised from the BridgeFinancing will be used to pay for the expenses related to the RTO andfor working capital purposes. Pursuant to the RTO, the securitiesissued under the Bridge Financing will be subject to the proposedsecond consolidation of 2:1.
All securities being issued are subjectto a four-month hold period from the date of issuance and subject tofinal TSX Venture Exchange approval.??The securities offered havenot been registered under the United States Securities Act of1933 , as amended, and maynot be offered or sold in the United States absent registration or anapplicable exemption from the registration requirements.
Insiders subscribed for an aggregate of600,000 Units for a total of $54,000. As insiders of Newrangeparticipated in the financing, it is deemed to be a “related partytransaction” within the meaning of Multilateral Instrument 61-101Protection of Minority Security Holders in Special Transactions (“MI61- 101”). Newrange is relying on the exemptions from the formalvaluation and minority approval requirements contained in Sections5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair marketvalue of the transaction does not exceed 25% of Newrange’s marketcapitalization. The Company will be filing a material change reportin respect of the related party transaction on SEDAR.
Investors arecautioned that, except as disclosed in the management informationcircular or filing statement to be prepared in connection with thetransaction, any information released or received with respect to thetransaction may not be accurate or complete and should not be reliedupon. Trading in the securities of Newrange should be consideredhighly speculative.
The TSX VentureExchange Inc. has in no way passed upon the merits of the proposedtransaction and has neither approved nor disapproved the contents ofthis press release.
Newrange is currently focused on district-scale explorationfor precious metals in the prolific Red Lake District of northwesternOntario. The past-producing high-grade Argosy Gold Mine is open todepth, while the adjacent North Birch Project offers additionalblue-sky potential. Further information can be found on our websiteat www.newrangegold.com .
Signed: “Robert Archer”
President & CEO
Forfurther information contact :
Email: info@newrangegold.com
Tel.: +1 (877) 271-5886 ext. 110
Website: www.newrangegold.com
Neither the TSXVenture Exchange nor the Investment Industry Regulatory Organizationof Canada accepts responsibility for the adequacy or accuracy of thisrelease .
Forward-LookingStatement:
Some of the statements in this newsrelease contain forward-looking information that involves inherentrisk and uncertainty affecting the business of Newrange Gold Corp.Actual results may differ materially from those currently anticipatedin such statements.
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