G4G Capital Corp. (to be renamed White Gold Corp.) Announces Strategic Investment by Agnico Eagle and Private Placement
December 5, 2016
G4G Capital Corp. (TSX.V: GGC) to be renamed White Gold Corp. (the "Company") announces that Agnico Eagle Mines Limited (“Agnico Eagle”) has entered into a share purchase agreement to make a strategic investment (the “Strategic Placement”), pursuant to which Agnico Eagle has agreed to purchase such number of common shares of the Company (“Common Shares”) equal to 19.93% of the total number of issued and outstanding Common Shares, after giving effect to the Private Placement (as defined below), at a price of C$1.20 per Common Share (the “Purchase Price”). Assuming the Private Placement is fully subscribed, Agnico Eagle will purchase 12,100,000 Common Shares for gross proceeds of C$14,520,000.
Concurrently with the Strategic Placement, the Company intends to complete an offering of up to an additional 2,900,000 Common Shares on a non-brokered private placement basis, at the Purchase Price, for aggregate gross proceeds of up to an additional C$3,480,000 (the “Additional Placement” and collectively with the Strategic Placement, the “Private Placement”). Purchasers of the Additional Placement will include Rob McEwen, Pat DiCapo (who currently owns, directly or indirectly, approximately 31% of the Common Shares), Shawn Ryan and other insiders of the Company. The total gross proceeds raised in the Private Placement are expected to be C$18,000,000.
The Company intends to use the proceeds from the Private Placement together with its current cash on hand: (i) to fully fund the Company’s proposed three year exploration program aggregating approximately C$15,000,000; (ii) exercise the option (the “Option”) to complete the acquisition of 100% of the 21 properties, comprising approximately 12,301 quartz claims located in the White Gold District of the Yukon Territory (the "Properties") from Shawn Ryan and Wildwood Exploration Inc.; and (iii) for general working capital purposes.
David D’Onofrio, President and CEO of the Company, states: “We are very excited to welcome Agnico Eagle as a strategic investor and partner in White Gold. Agnico Eagle is an experienced leader in the precious metals sector with a successful track record of identifying and building quality assets globally. Agnico Eagle’s investment recognizes the potential to advance the Company towards being a key player in the White Gold District. The proceeds from the Private Placement allow us to fully fund our proposed three year exploration program, to aggressively explore several of our targets which we believe have the potential to host a significant gold system. The program contemplates a total of approximately 20,000 meters of drilling per year for the next three years (for a total of approximately 60,000 meters of drilling)”.
Upon closing of the Strategic Placement, the Company and Agnico Eagle will enter into an investor rights agreement pursuant to which, subject to certain conditions, Agnico Eagle will have the right to participate in any future equity offerings by the Company in order to maintain its 19.93% interest in the Company and to nominate one person (and in the case of an increase in the size of the board of directors of the Company to 10 or more directors, two persons) to the board of directors of the Company, the Company will have a right to designate a purchaser in the event that Agnico Eagle wishes to sell more than 5% of its Common Shares, and, Agnico Eagle will be subject to a two-year standstill, which will prohibit Agnico Eagle from taking certain actions, including acquiring more than 19.99% of the issued and outstanding Common Shares, subject to certain exceptions.
The closing of the Private Placement is expected to occur on or about December 13, 2016 and is subject to certain conditions, including obtaining the approval of the TSX Venture Exchange. The Common Shares issuable pursuant to the Private Placement will be subject to a statutory hold period of four months and one day.
About White Gold Corp.
White Gold Corp. has an option to acquire 12,301 Claims across 21 properties covering approximately 249,000 hectares representing approximately 30% of the Yukon’s White Gold District. Preliminary exploration work has produced several highly prospective targets. The claim packages are bordered by sizable gold discoveries owned by majors including Kinross, Goldcorp and Western Copper & Gold. The Company has outlined an aggressive exploration plan to further explore its properties.
This news release contains forward-looking information within the meaning of applicable securities legislation. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the future results of operations, performance and achievements of the Company, receipt of all necessary regulatory (including TSX Venture Exchange) approvals required in connection with the Private Placement, completion of the Private Placement, the amount of the Strategic Placement, the amount of insider participation in the Additional Placement, use of proceeds, exercise of the Option, the final terms of the investor rights agreement and advancement of the Properties. Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such forward-looking information is based on certain assumptions and analyses made by the Company in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Important factors that could cause actual results to differ from this forward-looking information include those described under the heading "Risks and Uncertainties" in the Company’s most recently filed MD&A. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information.
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 release.
This news release does not constitute an offer to purchase securities. The securities to be offered in the Strategic Placement and the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the benefit or account of, a U.S. person, except pursuant to an available exemption from such registration requirements.
David Schmidt, Chief Financial Officer
G4G Capital Corp.
T: (604) 630-6889