Reunion Gold Announces Non-Brokered Private Placement to raise up to $15 Million
THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
Longueuil, Canada, December 13, 2018. Reunion Gold Corporation (TSX-V: RGD) (the “Company”) announces that it plans to complete a non-brokered private placement of up to 83,333,333 common shares of the Company (the “Shares”) at a price of $0.18 per Share to raise up to $15.0 million (the “Offering”).
Barrick Gold Corporation and Dundee Resources Ltd. have indicated their intention to exercise their right to participate in the Offering and to acquire such number of shares required to maintain their respective 15% and 16.5% equity ownership interest in the Company.
The Company expects to close the Offering by December 20, 2018, subject to certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including the approval of the TSXV. The Company intends to use the proceeds of the Offering for exploration and development of the Company’s gold projects in French Guiana and Guyana and for general working capital.
The Offering will be conducted in reliance upon certain prospectus and private placement exemptions. The securities issuable under the private placement will be subject to a hold period expiring four months and one day after the closing date. The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Certain insiders of the Company, including Barrick Gold and Dundee Resources, are acquiring Shares in the Offering. Any participation by insiders in the Private Placement constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the Shares subscribed for by the insiders, nor the consideration for the Shares paid by such insiders, would exceed 25% of the Company’s market capitalization.
The Company will file a material change report in connection with the Offering less than 21 days before the expected closing date of the Offering, which the Company deemed reasonable in the circumstances to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
This news release contains certain “forward-looking information” under Canadian securities laws. Specifically, this news release contains forward looking information about the Company’s plans to complete the Offering on the terms announced or at all, the use of the proceeds of the Offering and the anticipated participation in the Offering of, and proceeds to be received from, each of Barrick Gold Corporation and Dundee Resources Ltd. Forward looking information is based upon assumptions by management that are subject to known and unknown risks and uncertainties beyond the Company’s control, including risks related to capital markets and the availability of financing for companies such as the Company. There can be no assurance that outcomes anticipated in the forward-looking information will occur, and actual results may differ materially for a variety of reasons. Accordingly, readers should not place undue reliance on forward- looking information. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information, except as may be 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 press release.
About Reunion Gold
Reunion Gold Corporation is a Canadian exploration company focused on acquiring, exploring and developing gold projects in the Guiana Shield, South America. The Company has entered into agreements to acquire an interest in the Dorlin, Boulanger and Haute Mana gold projects in French Guiana and in the Waiamu, Aremu and Arawini gold projects in Guyana. The Company’s shares are listed on the TSX Venture Exchange under the symbol ‘RGD’.
Additional information about the Company is available on SEDAR (www.sedar.com) and on the Company’s website (www.reuniongold.com). For further information, please contact:
REUNION GOLD CORPORATION
Réjean Gourde, President & CEO
David Charles CFA, Investor Relations
Telephone: +1 450.677.2585