Ely Gold Royalties Closes First Tranche of Private Placement
January 2, 2019
Vancouver, British Columbia - Ely Gold Royalties Inc. (TSXV: ELY) (OTCQB: ELYGF) ("Ely Gold" or the "Company")
is pleased to announce that it has completed a first tranche closing of
its non-brokered private placement announced on December 6, 2018 (the "
Offering"). The first tranche consisted of 10,000,000 units (the "Units") at a price of $0.11 per Unit, for gross proceeds of $1,100,000 (the "First Tranche"). Each Unit consisted of one common share in the capital of Ely Gold (a "Share") and one non-transferable common share purchase warrant (a "Warrant").
Each Warrant will entitle the holder thereof to purchase one additional
Share at an exercise price of $0.22 for five years, subject to an
acceleration provision under which, if at any time after April 30, 2019,
the daily volume weighted average trading price of the Company's common
shares is higher than $0.60 per share on the TSX Venture Exchange for
more than 20 consecutive trading days, Ely Gold may, within three
trading days, issue a news release announcing that the Warrants will
expire on the date which is 30 calendar days after such 20
th trading day (the "Acceleration Provision").
Ely Gold expects to complete a second and final closing to place the balance of the Offering in January 2019.
connection with the First Tranche, Ely Gold entered into a finder's fee
agreement with one arm's length finder, Sprott Global Resource
Investments, Ltd. ("
Sprott"), pursuant to which Ely Gold paid a
cash finder's fee equal of 6% of the gross proceeds raised from
subscribers introduced to Ely Gold by Sprott and issued 500,000
non-transferable finder's warrants ("
Finder's Warrants"). Each
Finder's Warrant entitles Sprott to purchase one Share at a price of
$0.135 for two years, subject to the Acceleration Provision.
As part of the First Tranche, Exploration Capital Partners 2005 Limited Partnership ("Exploration Capital Partners"),
subscribed for 9,069,030 Units. As a result of this subscription,
Exploration Capital Partners holds, immediately following the closing of
the First Tranche, 10.06% of the issued and outstanding Shares on a
non-diluted basis, and 18.29% of the issued and outstanding Shares on a
partially diluted basis.
Trey Wasser, President and CEO of Ely Gold Royalties commented; "One
of our capital structure goals for this year was to introduce the Ely
Gold story to institutional investors. We are very pleased to have
gained the support of Exploration Capital Partners, which has a
successful track record of investing in project generators and royalty
generation companies.. This capital investment will help to increase
the liquidity of our shares and allow us to seek out additional royalty
The net proceeds from the First Tranche will be
used by Ely Gold for project generative activities and for general
working capital purposes. All securities issued and issuable in
connection with the First Tranche will be subject to a hold period
expiring May 1, 2019.
About Ely Gold Royalties
Gold Royalties Inc. is a Vancouver based, emerging royalty company with
development assets focused in Nevada and the Western US. Its current
portfolio includes 27 Deeded Royalties and 24 properties optioned to
third parties. All 51 of these properties are being explored by third
parties. Ely Gold's royalty portfolio includes producing royalties,
royalties on fully permitted mines, mines under construction and
development projects that are being permitted for mine construction. The
Company is actively purchasing existing third-party royalties for its
portfolio and all the Company's Option Properties will produce
royalties, if exercised. The royalty and option portfolios are currently
generating significant revenue. Ely Gold is well positioned with its
current portfolio of over 26 available properties to generate additional
operating revenue through option and sale transactions. The Company has
a proven track record of maximizing the value of its properties through
claim consolidation and advancement using its extensive, proprietary
data base. All portfolio properties are sold or optioned on a 100%
basis, while the Company retains net smelter royalty interests.
Management believes that due to the Company's ability to generate option
and royalty transactions, its successful strategy of organically
creating royalties, its equity portfolio and its current low valuation,
Ely Gold offers shareholders a low-risk leverage to the current price of
gold, exploration in Nevada and low-cost access to long-term mineral
This press release contains certain "forward-looking statements"
within the meaning of Canadian securities legislation, including
statements regarding the closing of the balance of the Offering, the
anticipated use of proceeds, and any stated plans for further near-term
exploration and development of the Properties. Although the Company
believes that such statements are reasonable, it can give no assurance
that such expectations will prove to be correct. Forward-looking
statements are statements that are not historical facts; they are
generally, but not always, identified by the words "expects," "plans,"
"anticipates," "believes," "intends," "estimates," "projects," "aims,"
"potential," "goal," "objective," "prospective," and similar
expressions, or that events or conditions "will," "would," "may," "can,"
"could" or "should" occur, or are those statements, which, by their
nature, refer to future events. The Company cautions that
Forward-looking statements are based on the beliefs, estimates and
opinions of the Company's management on the date the statements are made
and they involve a number of risks and uncertainties. Consequently,
there can be no assurances that such statements will prove to be
accurate and actual results and future events could differ materially
from those anticipated in such statements. Except to the extent required
by applicable securities laws and the policies of the TSX Venture
Exchange, the Company undertakes no obligation to update these
forward-looking statements if management's beliefs, estimates or
opinions, or other factors, should change. Factors that could cause
future results to differ materially from those anticipated in these
forward-looking statements include the risk of accidents and other risks
associated with mineral exploration, development and extraction
operations, the risk that its partners will encounter unanticipated
geological factors, or the possibility that they may not be able to
secure permitting and other governmental clearances, necessary to carry
out their stated plans for the Properties, the Company's inability to
secure the required TSXV acceptance required for the Offering, and the
risk of political uncertainties and regulatory or legal disputes or
changes in the jurisdictions where the Company carries on its business
that might interfere with the Company's business and prospects. The
reader is urged to refer to the Company's reports, publicly available
through the Canadian Securities Administrators' System for Electronic
Document Analysis and Retrieval (SEDAR) at
www.sedar.com for a more complete discussion of such risk factors and their potential effect.
news release does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities in the United States of America.
The securities have not been and will not be registered under the United
States Securities Act of 1933 (the "1933 Act") or any state securities
laws and may not be offered or sold within the United States or to U.S.
Persons (as defined in the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from such
registration is available.
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.
Not for distribution to United States newswire services or for dissemination in the United States