Modifications to the Terms and Conditions of the Private Placement Previously Announced on January 19, 2010
21 January 2010 - 9:19AM
Marketwired
C2C Gold Corporation Inc. (the "Company") (TSX VENTURE: CCN) hereby
announces some modifications to the terms and conditions of the
proposed private placement previously announced in its press
release dated January 19, 2010. The general terms and conditions of
the private placement remains the same except that the number of
common share purchase warrants (the "Warrants") comprised in each
unit (a "Unit") subscribed is raised from a number of 33,333
Warrants (or 3,333 post-consolidation), as previously announced, to
400,000 Warrants (or 40,000 post-consolidation).
It is also assumed that, pursuant to the Policy 4.1 of TSX
Venture Exchange (the "Exchange"), the number of common shares of
the Company (the "Common Shares") that may be issued on exercise of
the Warrants must not exceed, in any case scenario, the total
number of Common Shares that may be issued upon the conversion of
the convertible debentures (the "Debentures"). Therefore, in the
event the proposed consolidation of shares (the "Consolidation")
was not duly approved by the shareholders of the Company or by the
Exchange, the number of Warrants comprised in each Unit would be
automatically reduced accordingly so that no more than 3,500,000
Warrants, assuming completion of the Minimum Offering (as defined
below), or 5,000,000 Warrants, assuming completion of the Maximum
Offering (as defined below), would be issued, representing an
aggregate number of 100,000 Warrants per Unit, in the scenario
event where the Consolidation was not duly approved.
Therefore, the terms and conditions of the proposed private
placement should be read as follow:
A non-brokered private placement of Units, each consisting of
(i) one Debenture for a principal amount of $10,000; and (ii)
400,000 Warrant for minimum gross proceeds of $350,000 (the
"Minimum Offering") and maximum gross proceeds of $500,000 (the
"Maximum Offering") (the Minimum Offering and the Maximum Offering
hereinafter collectively referred to as the "Offering"). Units will
be offered at a price of $10,000 per Unit, with a minimum
subscription of one Unit.
The Debentures will bear interest at a rate of 12% per annum (1%
per month), both before and after maturity. Unless converted
earlier, principal and accrued interest under all Debentures shall
be due and payable on December 31, 2010 (the "Maturity Date").
There may be multiple closings on such dates as the Company may
determine from time to time. In any event, the Minimum Offering
will need to be closed no later than on January 29th, 2010.
Each Debenture will be convertible, as to principal only into
common shares of the Company (the "Common Shares") at the option of
the holder at any time after the effective date of the
Consolidation (as defined below) and prior to the Maturity Date at
a conversion price per Common Share equal to (i) $0.25
post-Consolidation until April 29, 2010; and (ii) any time after
April 29, 2010 and prior to the Maturity Date at a conversion price
per Common Share equal to $0.50 post-Consolidation (the "Conversion
Price"). The conversion right shall be subject to the standard
anti-dilution provisions. In the event, the Company's Consolidation
is not approved by the Company's shareholders or the Exchange, the
Conversion Price will be equal to $0.10 per share, in such event
the conversion right will start on the date of such refusal.
Each Warrant comprised in a Unit enables the holder to purchase
one Common Share of the Company at an exercise price of $0.25 per
share (on a post-Consolidation basis) at any time after the
effective date of the Consolidation until December 31, 2010, it
being understood that upon the Consolidation, the number of
Warrants will be consolidated on a 10 for one basis, resulting in
the issuance of 40,000 Common Shares per Unit, at a price of $0.25,
upon the exercise of all the Warrants included in one Unit. In the
event, the Company's Consolidation is not approved by the Company's
shareholders or the Exchange: (i) the exercise price of the
Warrants will be equal to $0.10; (ii) the number of Warrants per
Unit will be automatically reduced to 100,000 Warrants per said
Unit; and (iii) the exercise right of the Warrants will start on
the date of such refusal.
The Company will use the proceeds, assuming the completion of
the Maximum Offering, (i) for general working capital ($235,000);
and (ii) for the implementation of a new business strategy which
entitles the subscription by the Company to a private placement
conducted by Key Gold Partners LLP for an amount of $265,000.
About C2C
C2C is a junior mining exploration company listed on the TSX
Venture Exchange with concentration in the gold industry.
Forward looking Statement:
This document contains certain forward looking statements which
involve known and unknown risks, delays, and uncertainties not
under the Company's control which may cause actual results,
performance or achievements of the Company to be materially
different from the results, performance or expectation implied by
these forward looking statements.
Neither 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 release.
Shares outstanding: 103 404 344
Contacts: C2C Gold Corporation Inc. Robert Seguin President and
Chief Operating Officer +1-418-781-0272
Robert.seguin@c2cgoldcorporation.com C2C Gold Corporation Inc.
Jean-Francois Lemay Corporate Development & Investor Relations
+1-514-214-8388 www.c2cgoldcorporation.com
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