Eclipse Gold Mining Corp. (“Eclipse” or the “Company“) (TSXV:EGLD) (USOTC:EGLPF) is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the “Underwriters“) co-led by Beacon Securities Limited (“Beacon“) and Canaccord Genuity Corp. The Underwriters have agreed to purchase, on a bought deal basis, 10,700,000 common shares (the “Shares“) in the capital of the Company at a price of $0.75 per Share (the “Offering Price“) for aggregate gross proceeds to the Company of $8,025,000 (the “Offering“).
The closing of the Offering is expected to occur on or about July 7, 2020 (the “Closing Date“) and is subject to the completion of formal documentation and receipt of all regulatory approvals, including the approval of the TSX Venture Exchange. The net proceeds from the Offering will be used for working capital and general corporate purposes.
The Company has granted the Underwriters an option (the “Over-Allotment Option“), exercisable, in whole or in part, by Beacon, on behalf of the Underwriters, giving notice to the Company at any time and from time to time up to 30 days following the Closing Date, to purchase, or to find substituted purchasers for, up to an additional number of Shares equal to 15% of the number of Shares sold pursuant to the Offering at the Offering Price to cover over-allotments, if any, and for market stabilization purposes.
The Shares to be issued under the Offering will be offered by way of a short form prospectus to be filed in the Provinces of British Columbia, Alberta and Ontario (and such other Provinces as agreed between the Company and the Underwriters) and by private placement to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed by the Company and Beacon, provided that no prospectus filing or comparable obligation arises and the Company does not therefore become subject to continuous disclosure obligations in such jurisdiction.
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.