Manado Opens Brokered Private Placement to Certain Non-Accredited Investors
Vancouver, BC / TheNewswire / February 8, 2016 Manado Gold Corp. (TSX-V: MDO) (the "Company") is pleased to provide additional details of the Company's previously announced brokered private placement offering (the "Offering") (for additional details see the Company's news release dated January 13, 2016).
The Offering will also be opened up to eligible investors who would not otherwise qualify for the "accredited investor" prospectus exemption in accordance with the instruments identified in the Multilateral CSA Notice 45-318 - Prospectus Exemption for Certain Distributions through an Investment Dealer.
The Company previously entered into a letter of engagement with Mackie Research Capital Corporation (the "Agent'), whereby the Agent has agreed to act as lead agent on a commercially reasonable efforts basis for the Offering. Completion of the Offering is a condition of the closing of the amalgamation of the Company and RewardStream Solutions Inc. ("RewardStream") and is expected to be completed immediately prior to closing of the amalgamation. For additional details see the Company's news release dated September 10, 2015 and the Company's information circular dated January 8, 2016 (the "Circular") copies of which are available under the Company's profile on the SEDAR website ("SEDAR") at www.sedar.com).
The Offering will consist of a brokered private placement financing of 21,440,000 units of the Company (5,360,000 units of the resulting entity post-amalgamation) at a price of $0.07 per unit ($0.28 per unit post-amalgamation), for gross proceeds of $1,500,800. Each unit will consist of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase an additional common share at a price of $0.10 per share ($0.40 per share post-amalgamation) for a period of two years from the date of issuance.
The Company plans to use the gross proceeds of the Offering, in order of priority, as follows:
| Use of Proceeds ($) | |
| Agent's Commission - 7% of Gross Proceeds | 105,056 |
| Sales and Marketing | 883,765 |
| General and Administrative Expenses | 511,979 |
| Total | 1,500,800 |
The Offering does not have a maximum or minimum. In the event that the Offering is over-subscribed or under-subscribed or the Agent exercises its 15% over-allotment option, the Company plans to adjust the use of proceeds as set out above proportionately.
General and administrative expenses can include, among other things offering expenses, transfer agent and filing fees, professional fees, shareholder communication costs, office and miscellaneous expenses, directors' fees, research and development costs and management salaries. For additional details regarding use of available funds see the Circular on SEDAR.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary approvals, including approval of the TSX Venture Exchange.
Logan Anderson
President
For further information, please contact:
Logan Anderson
Phone: (604) 685-4745
Email: manadogold@outlook.com
or
Investor Relations
Dave Ryan
Email: manadogold@outlook.com
Forward-Looking Statements Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things, the Company's ability to complete the brokered private placement financing. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
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
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