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Osprey Announces Non-Brokered Private Placement For Proceeds Of Up To $1,000,000

VANCOUVER, JULY 07, 2017. OSPREY GOLD DEVELOPMENT LTD. (the “Company” or “Osprey”) (TSXV: OS) The Company announces that, subject to TSX Venture Exchange(“Exchange”) approval, it is undertaking a non-brokered private placement comprised of up to 4,000,000 units of the Company (the “Units”) at an issue price of $0.25 per Unit gross proceeds of $1,000,000 (the “Offering”). The Offering is not subject to any minimum subscription.

Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one half of one Common Share purchase warrant (a “Warrant”), with each Warrant entitling the holder thereof to acquire an additional Common Share at an exercise price of $0.40 per Common Share for 18 months after the date of issuance (the “Closing Date”).

Subject to the approval of the TSX Venture Exchange, finders’ fees, which may consist of cash and/or finders’ warrants exercisable to acquire one common share at a price of $0.40 per share for a period of 18 months, may be paid in respect of subscriptions by certain arm’s length subscribers.

The Offering is being made available to existing shareholders of the Company who qualify under the “existing security holder prospectus exemption” available in certain jurisdictions in Canada (the “Existing Security Holder Exemption”).

As the Existing Security Holder Exemption contains certain restrictions and is only available in certain jurisdictions in Canada, others that do not qualify under the Existing Security Holder Exemption may qualify to participate under other prospectus exemptions, such as the accredited investor exemption.

To comply with the criteria of the Existing Security Holder Exemption, the ability of existing shareholders to participate in the Offering shall be subject to, among other criteria, the following:

  • July 5th, 2017 has been set as the record date (the “Record Date”) for the purpose of determining existing security holders entitled to purchase Units pursuant to the Existing Shareholder Exemption;
  • To participate, a qualified shareholder must deliver an executed subscription agreement in the required form, which will include the requirements of the Existing Security Holder Exemption.
  • The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot exceed $15,000 per twelve month period unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
  • Subscriptions will be accepted by the Company on a “first come, first served basis”. Therefore, if the Offering is over-subscribed it is possible that a shareholders subscription may not be accepted by the Company. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions, management reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions.

Further terms and conditions shall be set out in the form of subscription agreement that will be made available to interested shareholders, who are directed to contact the Company’s President, Cooper Quinn in accordance with the contact information provided below.

The net proceeds of the private placement will be used, at management’s discretion, for exploration and advancement of Osprey’s properties located in Nova Scotia, Canada, costs associated with evaluation, acquisition and advancement of new properties, including the proposed Caribou property option disclosed in the Company’s June 27, 2017 news release, and general working capital including related party payments for salaries and consulting fees. All securities to be issued in connection with the private placement will be subject to a hold period of four months and one day from the date of issuance.

About Goldenville and Osprey

Osprey is focused on exploring historically producing gold properties in Nova Scotia, Canada. Osprey has the option to earn 100% (subject to certain royalties) in four properties, including the Goldenville Gold Project, Nova Scotia’s largest historic gold producer. Goldenville hosts a current Inferred Resource of 2,800,000 tonnes at 3.20 grams per tonne (“g/t”) gold for 288,000 ounces of gold (2,800,000 tonnes at 4.96 g/t gold for 447,000 ounces of gold uncapped) near the town of Sherbrooke, NS. All four properties in Osprey’s current portfolio have a history of high-grade gold production. A copy of the Company’s technical report titled “Technical Report on the Goldenville Property, Guysborough County, Nova Scotia Canada” prepared by Brandon Macdonald, P.Geo., dated effective February 15th, 2017 is available under the Company’s profile at www.SEDAR.com.

The technical information in this release has been reviewed and approved by the Company’s Vice President of Exploration Perry MacKinnon, P.Geo, a ‘Qualified Person’ under NI 43-101.

Additional information regarding Osprey and the Goldenville property is available under the Company’s profile at www.sedar.com and at www.ospreygold.com.

For further information please contact:

ON BEHALF OF OSPREY GOLD DEVELOPMENT LTD.,

Cooper Quinn

Cooper Quinn, President and Director

For further information please contact Osprey at (236)521-0944 or cooper@ospreygold.com

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.

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to Osprey within the meaning of applicable securities laws, and with respect to the proposed Caribou Transaction. Osprey provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to completion oof the Caribou Transaction, exploration findings, results and recommendations, as well as those risks and uncertainties identified and reported in Osprey’s public filings under Osprey’s SEDAR profile at www.sedar.com. Although Osprey has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Osprey disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

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