Sage/GRIT Share Exchange Transaction
TORONTO, ONTARIO--(Marketwired - Mar 3, 2014) - Sage Gold Inc. (TSX VENTURE:SGX) ("the Corporation" ) is pleased to announce that that GRIT ("Global Resources Investment Trust"), a new UK based investment trust, has published a prospectus pursuant to which GRIT will, conditional on listing on the London Stock Exchange, complete a share exchange with the Corporation, expected to become effective on Friday March 7, 2014.
GRIT, an arm's length corporation, was established to seek to exploit investment opportunities in the junior mining and natural resource sectors. GRIT's investment objective is to generate medium and long-term capital growth through investment in diverse portfolios of primarily small and mid-capitalized natural resources and mining companies which are listed on various global stock exchanges.
The Corporation and GRIT have entered into an amended share exchange agreement whereby the unit price and term of the warrant have changed relative to the terms detailed in the press release of November 12, 2013.The Corporation subscribed for 165,975 GRIT Shares at a deemed value of £1.00 per GRIT Share in exchange for the issuance of 6,000,000 units of the Corporation at a deemed price of £.0277 per unit (the "Transaction") for total proceeds of £165,975 (approximately $307,884 Canadian). Each unit would be comprised of one common share in the capital stock of the Corporation ("Common Share") and one Common Share purchase warrant ("Warrant") exercisable at a price of C$0.05 per Warrant for a period of five years from the date of issue.
As at the date hereof, there are 123,991,245 Common Shares issued and outstanding. Upon completion of the proposed Transaction, GRIT would hold 6,000,000 Common Shares representing approximately 5 % of the Corporation's issued and standing Common Shares on a non-diluted basis.
Closing of the transaction requires the final approval of the TSX-V and LSE and receipt of all other necessary regulatory approvals in Canada and the United Kingdom.
Shares for Debt
The Company has agreed to settle an obligation of $36,080 owed to two arms-length consultants by issuing 721,600 common shares based on an agreed price of $0.05 per common share.
The issuance represents payments to two vendors pursuant to consulting agreements. Sage may elect to settle payments in full through the issuance of shares. The transaction is subject to TSX-V approval.
PDAC 2014 - Booth 2347
Sage Gold Inc. (TSX VENTURE:SGX) cordially invites all current and future shareholders to visit the Company at the 2014 Prospectors & Developers Association of Canada's International Convention, Trade Show & Investors Exchange from Sunday March 2nd to Wednesday March 5th at booth 2347.
Members of the Sage management team will be available at the booth to discuss the Company's highlights of 2013 and its plans for 2014.
Sage is a mineral exploration and development company which has primary interests in near-term production and exploration properties in Ontario. It's main properties are the Clavos Gold deposit in Timmins and the Lynx deposit and other exploration properties in the Beardmore-Geraldton Gold Camp. Technical reports and information relating to the properties can be obtained from the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com and www.sagegoldinc.com.
This release was prepared by management of the Company who takes full responsibility for its contents. Neither 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 release.
This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and "Forward Looking Information" within the meaning of applicable Canadian securities legislation. Some forward looking statements and forward looking information contained in this release are forward-looking and, therefore, involve uncertainties or risks that could cause actual results to differ materially. Such forward-looking statements include comments regarding mining and milling operations, mineral resource statements, exploration program performance and closing of the transaction. Factors that could cause actual results to differ materially include metal price volatility, economic and political events affecting metal supply and demand, fluctuations in mineralization grade, geological, technical, mining or processing problems, exploration programs and future results of exploration programs, future profitability and production. The Company disclaims any obligation to update forward-looking statements.