Eclipse Gold Mining closes $11.98-million bought deal

2020-07-07 14:22 ET – News Release

Mr. Michael Allen reports


Eclipse Gold Mining Corp. has closed its previously announced bought deal prospectus offering of 15,985,000 common shares of the company at a price of 75 cents per share for aggregate proceeds of $11,988,750, which includes the exercise in full of the underwriters’ overallotment option. The Offering was conducted by a syndicate of underwriters co-led by Beacon Securities Limited and Canaccord Genuity Corp (the “Underwriters”).

The Shares were offered and sold by way of short form prospectus, which was filed in British Columbia, Alberta and Ontario. The Company intends to use the net proceeds of the Offering to explore and develop the Hercules Property, a mineral exploration project located in Lyon County, Nevada, which the Company has an option to acquire, as well as for working capital and general corporate purposes.

In consideration for the services provided by the Underwriters in connection with the Offering, the Company paid the Underwriters a commission equal to 6% of the gross proceeds raised under the Offering (reduced to 3% on certain subscriptions from persons identified by the Company pursuant to a president’s list provided to the Underwriters) and issued to the Underwriters an aggregate of 907,470 non-transferable compensation options (the “Compensation Options”), which represents 6% of the total number of Shares sold under the Offering (reduced to 3% on certain subscriptions from persons identified by the Company pursuant to a president’s list provided to the Underwriters). Each Compensation Option is exercisable into one Share at the Offering Price, subject to adjustments in certain events, until July 7, 2021.

Certain directors and management of the Company (the “Insiders”) purchased an aggregate of 840,000 Shares pursuant to the Offering. Participation by the Insiders in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101. This material change report in connection with the participation of Insiders in the Offering was filed less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.

The Offering is subject to the final acceptance of the TSX Venture Exchange. The TSX-V has conditionally accepted the Offering.

About Eclipse Gold Mining Corp.

Eclipse Gold Mining is exploring the district-scale Hercules gold property within Nevada’s Walker Lane trend. The Hercules property is located only a one hour drive from Reno, and appears to have all the characteristics of a large, low-sulphidation epithermal gold system. The Company brings together a team with collective funding of over $2 billion in both strong and weak markets, and a track record of at least nine successful buyouts/exits.

We seek Safe Harbor.

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