MONTREAL, QUEBEC--(Marketwired - Dec. 3, 2014) - Stellar AfricaGold Inc. ("Stellar") (TSX VENTURE:SPX) today announced that it had closed a non-brokered private placement and has issued 2,030,000 units for proceeds of $101,500. Each unit priced at $0.05 (the "Unit") consists of one (1) common share and one common share purchase warrant. Each common share purchase warrant entitles its holder to purchase one common share, at the price of $0.10, for a 24 month period following the closing date.
All securities issued pursuant to the private placement are subject to a hold period expiring four (4) months and one day from the date of closing and this transaction remains subject to regulatory approval.
The net proceeds from the sale of the common shares will be used by the corporation for general working capital purposes.
Pursuant to Policy 5.9 of the TSXV and Multilateral Instrument 61-101 Respecting protection of minority security holders in special transactions ("MI 61-101"), the private placement constitutes a "related party transaction" as certain directors and officers (the "Related Parties") are subscribing for Units. In reviewing the applicable valuation requirements under MI 61-101, Stellar has determined that the exemption set out in subsection 5.5 (a) of MI 61-101 is applicable since the aggregate consideration to be paid by the Related Parties does not exceed 25% of the market capitalization of Stellar at the date hereof. In addition, subsection 5.7(a) provides that a transaction meeting such criteria is also exempt from the minority shareholder approval requirement.
Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has in any way passed upon the merits of the transaction and associated transactions and has neither approved nor disapproved of the contents of this press release.
President and CEO