Sego Resources closes second tranche of financing

Jul 30, 2018

2018-07-30 09:48 ET – News Release

Mr. J. Paul Stevenson reports

SEGO RESOURCES CLOSES SECOND TRANCHE OF FINANCING, RAISING A COMBINED TOTAL OF $1,217,010 BY WAY OF PRIVATE PLACEMENTS

Sego Resources Inc. has closed the second tranche of a financing for total gross proceeds of $502,500 as part of the financing previously announced on April 23, 2018. In this second tranche of the financing, Sego will issue in total seven million units at five cents per unit of flow-through units (FTU) for gross proceeds of $350,000, and 3.05 million units at five cents per unit for non-flow-through units (NFTU) for gross proceeds of $152,500.

Combined with the previously announced first closing of the financing, Sego will issue in total 12.85 million units at five cents per unit of FTU for gross proceeds of $642,500 and 11,490,200 units at five cents per unit for NFTU for gross proceeds of $574,510 for total combined proceeds of $1,217,010.

Each FTU unit consists of one common share and one-half of one share purchase warrant. Each FTU full warrant entitles the holder to purchase an additional common share at 10 cents for two years from closing of the private placement. Each NFTU consists of one common share and one share purchase warrant. Each NFTU warrant entitles the holder to purchase an additional common share at 10 cents for four years from the closing of the private placement. The securities issued under this second closing are subject to the applicable statutory four-month-plus-one-day hold period from the date of issuance. The closing of this second tranche is subject to regulatory approval.

A director and senior officer of the company has subscribed for some of the FTU of this second tranche of this financing.

The flow-through proceeds will be expended on the continued exploration of the company’s Miner Mountain copper-gold alkalic porphyry project located near Princeton, B.C. The non-flow-through proceeds will be used for working capital and general corporate purposes.

The two financings of FTU and NFTU are expected to be completed in multiple tranches, by way of a non-brokered private placement, for combined gross proceeds of both private placements of up to $1.5-million, the proportion of NFTU and FTU of such total being a combination based upon demand. The offerings are open to all existing Sego shareholders and non-shareholders subject to certain limitations indicated below.

Certain finders’ fees are payable on a portion of the private placement and consist of 7 per cent cash and 7 per cent broker’s warrant, each broker warrant entitling the holder to subscribe for additional NFTU or FTU, as the case may be, for five cents for two years from the closing of this tranche of the private placement.

This offering is subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the TSX Venture Exchange and other customary conditions. All of the securities sold pursuant to these offerings, including any further tranches, if any, will be subject to a four-month hold period from the date of closing.

The offering is open to all existing shareholders of the company and all interested investors provided that a prospectus exemption is available for the company to issue units to such investors. For existing shareholders who as of the close of business on April 23, 2018, held common shares of the company and continue to hold common shares at the time of closing, an additional prospectus exemption is available pursuant to British Columbia Instrument 45-534 (and in similar instruments in other provinces of Canada). Unless such shareholder is a person that has obtained advice regarding the suitability of the investment and, if such shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in such jurisdiction, the aggregate subscription cost to such shareholder for the units subscribed under the existing shareholder exemption cannot exceed $15,000 or 300,000 units.

The company also plans to utilize British Columbia Instrument 45-536 which opens private placements to non-accredited investors provided the purchaser has obtained advice regarding the suitability of the investment and that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. Completion of the private placement is subject to the TSX Venture Exchange approval.

There is no minimum offering size for the private placement and the maximum number of units proposed to be issued is 30 million units for gross proceeds of $1.5-million. The company fully expects to spend the funds as stated; there may be circumstances, for sound business reasons, where a reallocation of funds may be necessary.

There is no material change about the issuer that has not been generally disclosed.

We seek Safe Harbor.

https://www.segoresources.com/category/rns/