Vancouver – October 14, 2015 - Gungnir Resources Inc. (GUG: TSX-V) (“Gungnir” or the “Company”) is proposing to raise up to $120,000 by way of a non-brokered private placement (the "Offering") of units of the Company ("Units") at a price of $0.01 per Unit. Subject to certain limitations discussed below, the Offering is open to all existing Gungnir shareholders.
Jari Paakki, CEO commented "Under very favourable terms existing shareholders are being provided with the opportunity to purchase a sizeable position of equity in Gungnir while at the same time supporting the Company during this prolonged market downturn. Proceeds from this Offering will be used for working capital and to maintain the Company's core properties into 2017. No portion of the proceeds will be used to pay management fees or salaries. Despite this challenging market, Gungnir is in a relatively unique position and remains optimistic for the future. In addition to Gungnir’s attractive property portfolio, the Company is due to receive its first of five annual $1,000,000 payments (related to the sale of the Kenville property) within 19 months which we expect will put Gungnir in a solid financial position in the long-term. In the short-term management continues to focus on cost reductions while continuing to assess viable options to advance the Company’s projects.”
The maximum number of Units being offered is 12,000,000 Units for maximum gross proceeds of $120,000 (the "Maximum Offering"). Each Unit consists of one common share of the Company (a "Share") and one common share purchase warrant (a "Warrant") at a price of $0.01 per Unit. Each Warrant will entitle the holder to purchase one Share at a price of $0.05 per Share for a period of five (5) years. The Offering is subject to a minimum subscription amount of $1,000.
The Offering is open to all existing shareholders of the Company until November 30, 2015. Any existing shareholders of the Company interested in participating in the Offering should contact the Company using the contact information set out below no later than November 13, 2015 so that subscription materials can be provided for completion and return to the Company no later than November 20, 2015.
The Shares and Warrants issued pursuant to the Offering will be subject to a hold period expiring four months and one day from the date of distribution of the Units. The Offering is subject to TSX Venture Exchange ("Exchange") final acceptance.
The proceeds of the Offering will be used by Gungnir as future working capital. Assuming the entire $120,000 Offering is sold, working capital expenditures into 2017 will consist of the following: (i) legal and transfer agent fees ($25,000); (ii) financial audit ($15,000); (iii) regulatory fees ($8,000); (iv) general operating expenses, including office expenses, phones, insurance ($30,000); (v) claim renewals ($30,000); and (vi) annual general meeting ($12,000).
Insiders of the Company may subscribe for up to $25,000 of the Offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company to be issued to the insiders does not exceed 25% of its market capitalization.
Existing Shareholder Exemption
The Company intends to make the Offering in accordance with the provisions of BC Instrument 45-534 - Exemption from prospectus requirement for certain trades to existing security holders and in accordance with the provisions of various corresponding blanket orders and rules of other Canadian jurisdictions that have adopted the same or a similar exemption from prospectus requirement (the "Existing Security Holder Exemption").
In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors.
The Company has set October 13, 2015 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Security Holder Exemption. Subscribers purchasing Units under the Existing Security Holder Exemption will need to represent in writing that they meet certain requirements of the Existing Security Holder Exemption, including that they were, on or before the Record Date, a shareholder of the Company (and still are a shareholder of the Company). The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot exceed $15,000 unless that subscriber has obtained advice regarding the suitability of the investment and, if the subscriber is resident in a jurisdiction of Canada such advice is obtained from a person that is registered as an investment dealer in the subscriber's jurisdiction. Unless the Company determines to increase the gross proceeds of the Offering and receives Exchange approval for such increase, if subscriptions received for the Offering exceed the Maximum Offering, the Units, up to the Maximum Offering, will be allocated pro rata amongst all subscribers that qualify under the Existing Security Holder Exemption in accordance with such subscriber's percentage holdings in the Company's issued and outstanding Shares.
On behalf of the Board,
Jari Paakki, CEO and Director
For further information contact:
Chris Robbins, CFO
Jari Paakki, CEO
About Gungnir Resources:
Gungnir Resources Inc. is a Canadian-based TSX-V listed mineral exploration company (GUG: TSX-V) with gold and base metal claim holdings in northern Sweden, both accessible year round with good transportation and industrial infrastructure. The Company holds a $5,000,000 royalty stream with five annual advance cash payments of $1,000,000 expected to commence before May 1, 2017. Further information about the Company and its properties may be found at www.gungnirresources.com or at www.sedar.com.
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.
Cautionary Note Regarding Forward-Looking Statements: Certain statements made herein may contain forward-looking statements or information within the meaning of Canadian securities laws. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved", or the negative of these words or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual performance of the Company to be materially different from any anticipated performance expressed or implied by the forward-looking statements. Such forward-looking statements or information include, but are not limited to, statements or information with respect to Gungnir Resources’ plan for future funding, and exploration and development of its properties. Forward-looking statements or information are based on a number of estimates and assumptions and are subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking statements or information. Should one or more of these risks and uncertainties materialize, or should underlying estimates and assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. For example, there is no certainty, that any economically viable mineral deposit will be located on the properties, or that the Company will receive or be able to raise sufficient capital to complete all of its exploration programs. Accordingly, undue reliance should not be placed on forward-looking statements or information. Gungnir does not expect to update forward-looking statements or information continually as conditions change, except as may be required by securities law.