Ely Gold Royalties Closes Second Tranche of Private Placement
January 18, 2019
Vancouver, British Columbia - (January 18, 2019) - Ely Gold Royalties Inc. (TSXV: ELY) (OTCQB: ELYGF) ("Ely Gold" or the "Company") is pleased to announce that it has completed the second and final tranche of its non-brokered private placement of units (the "Units") announced on December 6, 2018 (the "Offering").
Pursuant to the Offering, Ely Gold raised aggregate gross proceeds of
$1.43 million through the issuance of a total of 13,000,000 Units.
Offering closed in two tranches. The first tranche closed on December
31, 2018 and consisted of 10,000,000 Units at a price of $0.11 per Unit,
for gross proceeds of $1,100,000 (the "
First Tranche"). The
second tranche closed on January 17, 2019 and consisted of 3,000,000
Units at a price of $0.11 per Unit, for gross proceeds of $330,000 (the "
Second 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 entitles 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
(if the Warrant was issued in the First Tranche) or May 17, 2019 (if the
Warrant was issued in the Second Tranche), 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").
In connection with the Second Tranche, Ely Gold entered into a finder's fee agreement with PI Financial ("PI"),
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 PI and
issued 10,000 non-transferable finder's warrants ("
Each Finder's Warrant entitles PI to purchase one Share at a price of
$0.135 for two years, subject to the Acceleration Provision. For
information regarding finders' fees paid in the First Tranche, please
refer to the Company's press release dated January 2, 2019.
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 Offering, 9.74% of the issued and outstanding Shares on a
non-diluted basis, and 17.75% of the issued and outstanding Shares of
Ely Gold on a partially diluted basis.
Trey Wasser, President and CEO of Ely Gold Royalties commented; "One
of our capital finance goals for 2018 was to introduce the Ely Gold
story to institutional investors. We are very pleased to have gained the
support of Exploration Capital Partners, who 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 purchases".
net proceeds from the Offering 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 and securities issued
and issuable in connection with the Second Tranche will be subject to a
hold period expiring May 18, 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 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, 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