Toronto, Ontario–(Newsfile Corp. – May 2, 2014) – Crown Gold Corporation (TSXV: CWM) (“Crown” or the “Company“) announces a non-brokered private placement (the “Offering”) for aggregate gross proceeds of up to $300,000 comprised of up to 30,000,000 units at a price of $0.01 per unit (each such unit being comprised of one common share and one warrant) on a pre-consolidation basis. Each whole warrant will entitle the holder to purchase one common share for $0.03 (on a pre-consolidation basis) at any time within 2 years after closing subject to an acceleration clause. All securities issued pursuant to this private placement will be subject to a four (4) month hold period. The Company proposes to pay to eligible finders a finder’s fee equal to 10% of the gross proceeds raised. The Company also reserves the right to increase or decrease the size of the Offering.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (“TSX-V”) and applicable securities regulatory authorities, as well as shareholder approval of the financing and share consolidation. Crown intends to close the Offering on or around June 6, 2014.
Upon closing of the Offering, it is anticipated that Mr. Stephen Dunn, an insider of the Company, will own at least 13.8% of the common shares on a non-diluted basis and at least 20.5% on a partially-diluted basis. As such, the Offering will result in the creation of a new “Control Person” (as such term is defined under the policies of the TSX-V) and, in accordance with the policies of the TSX-V, shareholder approval of the creation of a new Control Person will be required, which will be sought at the Company’s AGM to be held on May 29, 2014.
If the proposed Offering is fully subscribed and the consolidation is approved and implemented, there will be 12,365,000 shares then outstanding.
The gross proceeds from the Offering will be primarily used for funding studies at the Company’s copper property in California and for working capital purposes.
For more information please see the Crown website at www.crowngoldcorp.com.
For Further Information Contact:
Mr. Stephen Dunn, President, CEO and director, Crown Gold Corporation (416) 361-2827 or email [email protected].
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.
This press release contains forward-looking statements within the meaning of applicable Canadian and U.S. securities laws and regulations, including statements regarding the future activities of the Company. Forward-looking statements reflect the current beliefs and expectations of management and are identified by the use of words including “will”, “anticipates”, “expected to”, “plans”, “planned” and other similar words. Actual results may differ significantly. The achievement of the results expressed in forward-looking statements is subject to a number of risks, including those described in the Company’s management discussion and analysis as filed with the Canadian securities regulatory authorities which are available at www.sedar.com. Investors are cautioned not to place undue reliance upon forward-looking statements.
This news release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.
NOT FOR DISTRIBUTION IN THE UNITED STATES