Goldbank Mining Corporation (“Goldbank”)(TSX.V-GLB) has closed its $180,000 private placement comprised of 3,600,000 units at $0.05 per unit, of which $150,000 is flow-through. Each unit consists of one common share and one four-year transferable warrant entitling the holder to purchase one additional share at a price of $0.05 per share. The flow-through shares comprising the flow-through units and flow-through shares issuable upon exercise of the warrants comprising the flow-through units will entitle the holder to receive the tax benefits applicable to flow-through shares in accordance with provisions of the Income Tax Act (Canada).
The $150,000 in flow-through proceeds will be used for necessary exploration expenditures to maintain and preserve Goldbank’s claims in the Klondike Goldfields, Yukon Territory, Canada. The $30,000 in non-flow-through proceeds will be used for working capital. The terms of the financing have been accepted for filing by the TSX Venture Exchange. The units are restricted from trading until August 30, 2015.
As a result of the private placement Anthony Beruschi has increased his control position by 2,900,000 shares, now holding 9,964,920 shares in the capital of Goldbank, representing approximately 36.01% of the issued and outstanding shares of Goldbank. If Mr. Beruschi were to exercise all of his warrants, he would hold 19,198,253 common shares of Goldbank representing approximately 52.02% of the then total outstanding common shares of Goldbank, assuming that no further common shares of Goldbank were issued.
The private placement subscription by Mr. Beruschi constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Goldbank is relying on the exemptions contained in sections 5.5(a) and section 5.7(1)(a) as the fair market value of the participation in the private placement by Mr. Beruschi does not exceed 25 per cent of the market capitalization of Goldbank, as determined in accordance with MI 61-101. Goldbank’s board of directors carefully reviewed and unanimously approved the private placement subscription by Mr. Beruschi. Goldbank did not file a material change report in respect of the related party transaction at least 21 days before closing of the private placement as the date of closing was not previously known.
Goldbank Mining Corporation is a Canadian exploration company actively exploring for gold in the Klondike Goldfields near Dawson City, Yukon, Canada.
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GOLDBANK MINING CORPORATION
PER: “James Boyce” Suite 702 – 889 West Pender Street
Vancouver, BC CANADA V6C 3B2
JAMES BOYCE Telephone: 604.683.3288
President & CEO Toll Free: 1.888.880.2288
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release. Cautionary Note to US Investors: This news release may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.