NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – July 7th, 2020 – Eclipse Gold Mining Corporation (“Eclipse” or the “Company”) (TSXV:EGLD) (USOTC:EGLPF) is pleased to announce that it has closed its previously announced bought deal prospectus offering of 15,985,000 common shares of the Company (“Shares”) at a price of $0.75 per Share (the “Offering Price”) for aggregate proceeds of $11,988,750 (the “Offering”), which includes the exercise in full of the underwriters’ over-allotment option. The Offering was conducted by a syndicate of underwriters co-led by Beacon Securities Limited and Canaccord Genuity Corp (the “Underwriters”).
The Shares were offered and sold by way of short form prospectus, which was filed in British Columbia, Alberta and Ontario. The Company intends to use the net proceeds of the Offering to explore and develop the Hercules Property, a mineral exploration project located in Lyon County, Nevada, which the Company has an option to acquire, as well as for working capital and general corporate purposes.
In consideration for the services provided by the Underwriters in connection with the Offering, the Company paid the Underwriters a commission equal to 6% of the gross proceeds raised under the Offering (reduced to 3% on certain subscriptions from persons identified by the Company pursuant to a president's list provided to the Underwriters) and issued to the Underwriters an aggregate of 907,470 non-transferable compensation options (the “Compensation Options”), which represents 6% of the total number of Shares sold under the Offering (reduced to 3% on certain subscriptions from persons identified by the Company pursuant to a president's list provided to the Underwriters). Each Compensation Option is exercisable into one Share at the Offering Price, subject to adjustments in certain events, until July 7, 2021.
Certain directors and management of the Company (the “Insiders”) purchased an aggregate of 840,000 Shares pursuant to the Offering. Participation by the Insiders in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101. This material change report in connection with the participation of Insiders in the Offering was filed less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
The Offering is subject to the final acceptance of the TSX Venture Exchange (“TSXV”). The TSXV has conditionally accepted the Offering.
The Shares being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. The Shares may be offered in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to exemptions from the registration requirements under rule 144A of the U.S. Securities Act. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD OF DIRECTORS
Michael G. Allen
President, CEO and Director
Dylan Berg, VP Investor Relations
Company Website: www.eclipsegoldmining.com
+1 (844) 427-6453 Toll Free
+1 (778) 945-3949 Direct (please leave a voicemail)
TSXV: EGLD | OTC:EGLPF | ISIN: CA27888R1001 | WKN: A2PYV4
About Eclipse Gold Mining Corporation
Eclipse is exploring the district-scale Hercules gold property within Nevada's Walker Lane trend. The Hercules property is located only a one hour drive from Reno, and appears to have all the characteristics of a large, low-sulphidation epithermal gold system. The Company brings together a team with collective funding of over $2 billion in both strong and weak markets, and a track record of at least nine successful buyouts/exits.
Forward Looking Information and Other Cautionary Statements
This press release includes "forward-looking information" that is subject to a few assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements regarding listing of the Company's common shares on the TSXV are subject to all of the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. Factors that could cause the actual results to differ materially from those in forward-looking statements include the acceptance of the Offering by the TSXV; regulatory actions; general market conditions (including equity, commodity, foreign exchange and interest rate); increased funding costs and market volatility due to market illiquidity and competition for funding; operational outcomes (including technology and infrastructure); insurance; environmental conditions; capital adequacy; the general business and economic conditions in the regions in which the Company operates; the ability of the Company to execute on key priorities, including the successful development and exploration of its owned and optioned properties; the ability to implement business strategies and pursue business opportunities; the failure of third parties to comply with their obligations to the Company or its affiliates; the impact of new and changes to, or application of, current laws and regulations; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; and risks related to COVID-19 including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, nonessential business closures, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, and supply chains, and a deterioration of general economic conditions including a possible national or global recession. Such forward-looking information reflects the Company's views with respect to future events and is subject to further risks, uncertainties and assumptions, including those set out in the Company's final prospectus dated February 6, 2020 and the final prospectus dated June 29, 2020 and filed under the Company's profile on SEDAR at www.sedar.com. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.