Not for distribution to United States NEWSWIRE SERVICES
or for dissemination in the United States
Endurance Gold Corporation pleased to announce that it intends to complete a non-brokered private placement to raise gross proceeds of up to $4,000,000 (the “Offering”) through the sale of up to 20 million units (each, a “Unit”) at $0.20 per Unit. Each Unit will consist of one common share (each, a “Share”) and one-half non-transferable common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share of the Company at an exercise price of $0.32 for a period of two years from the date of issuance thereof. The Offering is not subject to any minimum aggregate subscription.
The gross proceeds from the sale of the Units will be used to fund the Company’s exploration activities and for general corporate purposes. The Offering is made to accredited investors within the meaning of National Instrument 45-106 and the completion of the Offering is subject to the receipt of acceptance by the TSX Venture Exchange (the “Exchange”). All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months plus one day from the Closing. Finders’ fees may be payable in connection with the Offering in accordance with the policies of the Exchange.
Mr. Gilliam, a control person and an insider of the Company, intends to subscribe for 20,000,000 Units in the private placement and his holdings of securities of the Company will increase as a result. No finder’s fee will be paid in connection with Mr. Gilliam’s subscription. The Company will rely on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would require registration or otherwise be unlawful. The securities have not been or will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
ENDURANCE GOLD CORPORATION
Robert T. Boyd
President & CEO
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release. This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from the expected results.
