Reunion Gold announces $6 Million Private Placement
LONGUEUIL, April 19, 2021 - Reunion Gold Corp. (TSX-V: RGD) ("Reunion" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement of approximately 92,307,700 units (the "Units") at $0.065 per Unit, to raise up to $6 million (the "Offering"). Each Unit will consist of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable to acquire one common share at $0.12 for a period of 24 months from the closing date of the Offering.
Dundee Corporation, a 14 % shareholder of the Company, has indicated its intention to participate in the Offering and to acquire 15,384,615 Units for proceeds of $1 million. Additionally, the Company's Executive Chairman David Fennell has also indicated his intention to participate in the Offering for an amount of $1 million.
Certain insiders of the Company are acquiring Units in the Offering. Any participation by insiders in the Private Placement constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the shares subscribed for by the insiders, nor the consideration for the shares paid by such insiders, would exceed 25% of the Company's market capitalization.
The Company expects to close the Offering on or about May 11, 2021, subject to certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including the approval of the TSXV. In connection with the Offering, the Company may pay finder's fees to qualified finders in accordance with the policies of the TSXV. The Company intends to use the proceeds of the Offering for exploration work to continue trenching and drilling at the Oko West Project in Guyana and for other general working capital purposes.
The Offering will be conducted in reliance upon certain prospectus and private placement exemptions. The securities issuable under the private placement will be subject to a hold period expiring four months and one day after the closing date. The shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release contains certain "forward-looking information" under Canadian securities laws. Specifically, this news release contains forward looking information about the Company's plans to complete the Offering on the terms announced or at all, on the use of the proceeds of the Offering. Forward looking information is based upon assumptions by management that are subject to known and unknown risks and uncertainties beyond the Company's control, including risks related to capital markets and the availability of financing for companies such as the Company. There can be no assurance that outcomes anticipated in the forward-looking information will occur, and actual results may differ materially for a variety of reasons. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information, except as may be required by law.
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.
About Reunion Gold
Reunion Gold Corp. is a leading gold explorer with a portfolio of projects in the Guiana Shield, South America. As of the date hereof, the Company has 507,195,271 common shares outstanding. The Company's shares are listed on the TSX Venture Exchange under the symbol 'RGD'. Additional information about the Company is available on SEDAR (www.sedar.com) and on the Company's website (www.reuniongold.com).
For further information please contact:
Reunion Gold Corp.
Carlos Bertoni, Acting CEO
Paul Fowler, Manager, Corporate Development
Telephone: +1 450.677.2585