Everton Resources (EVR-V) Feb 7, 2014 has closed a private placement of five million flow-through common shares at an issue price of 20 cents per share and 379 units at an issue price of $1,000 per unit for aggregate gross proceeds to Everton of $1,379,000. Each unit consisted of 5,000 common shares at an issue price of 20 cents per share and 5,000 common share purchase warrants, each warrant entitling the holder thereof to acquire one additional common share of Everton at a price of 35 cents per share for a period of 24 months.
Everton will use the proceeds raised from the issuance of the flow-through common shares to incur Canadian exploration expenses on the company's properties located in the Province of Quebec. The proceeds from the issuance of the units will be used for the advancement of the Company's properties in the Dominican Republic and for working capital.
In connection with the private placement of the units only, the Company paid a cash finder's fee equal to 7% of the gross proceeds raised pursuant to the private placement of the units and issued non-transferable finder's warrants equal to 8% of the number of common shares issued under the private placement of the units. Each finder's warrant will entitle the holder to purchase one unit of the Company at a price of $0.20 per unit for a period of 24 months following the closing of the private placement. The units issued upon the exercise, if any, of the finder's warrants shall consist of one common share of the Company and one common share purchase warrant entitling the holder thereof to acquire one additional common share of Everton at a price of $0.35 per share for a period of 24 months. PowerOne Capital Markets Limited received $23,030 and 131,600 finder's warrants and Euro Pacific Canada Inc. received $3,500 and 20,000 finder's warrants in connection with the private placement of the units.
Pursuant to the National Instrument 45-102 Resale of Securities, all of the securities issued pursuant to the private placement are subject to a four-month "hold period".
Mr. Andre Audet, the President and CEO of Everton, participated in the private placement by purchasing 120 units, which constitutes a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction with Mr. Audet did not exceed 25% of the Company's market capitalization.
Mr. Audet's subscription was unanimously approved by all of the directors of the Company, and the Company has determined to close the private placement of the units within 21 days of the announcement of the private placement as it requires the proceeds from the private placement of the units as soon as possible in order to continue exploration work on the Company's Dominican Republic-based properties and for working capital. No new insiders of the Company were created, nor has there been any change of control as a result of the private placement.
In addition, and as previously-announced on October 25, 2013, Everton is actively pursuing the completion of the acquisition of an Ontario-based private company which holds an option on six mining concessions in the Dominican Republic. The Company expects to close the acquisition shortly. |
