Banyan Gold Corp. (TSX.V: BYN) is pleased to report that it intends to raise a total of up to $11,498,791 by issuing Premium Flow-Through Shares at a rate of $0.568 per share and Hard Shares at a rate of $0.40 per share, with a collective total of up to 11,778,520 and 12,021,480 shares respectively. The funds obtained from the offering will be utilized for the development of the AurMac Property and other Yukon gold projects of the company, as well as for working capital and general corporate activities. The closing of the offering is expected to take place on or around December 22, 2022, and is subject to the approval of the TSX Venture Exchange and other necessary consents.
The Premium FT Shares will qualify as “flow-through shares” under the Canadian Income Tax Act. The money obtained from selling these shares will meet Canadian exploration expenses and flow-through mining expenditures as specified in the Income Tax Act. All the gross proceeds from the issuance of the Premium FT Shares will be renounced to their subscribers by December 31, 2022.
In accordance with the requirements of NI 45-106 – Prospectus Exemptions, the permitted maximum amount of Premium FT Shares and Hard Shares that can be offered for sale to purchasers in Canada and other eligible jurisdictions is 8,978,520 and 12,021,480, respectively, under the exemption of Part 5A of NI 45-106, whereby these securities will not be subject to any holding period imposed by applicable Canadian securities legislation. The additional 2,800,000 Premium FT Shares will be distributed to accredited investors as per Section 2.3 of NI 45-106, and these units will be bound by the regular four-month hold period.
The Hard Shares will be available for purchase in the United States by Qualified Institutional Buyers (as specified in Rule 144A of the Securities Act of 1933) through private placement and in compliance with the 1933 Act. The securities mentioned have not been and are not planned to be registered under the 1933 Act or any state securities laws. Thus they cannot be purchased in the United States apart from abiding by the registration requisites of the 1933 Act and relevant state securities regulations or under exemptions. This press release is not a solicitation to purchase securities in any jurisdiction.