GOLDEN RIDGE RESOURCES LTD. ("GLDN")
[formerly 88 Capital Corp. ("EEC")]
BULLETIN TYPE: Reverse Takeover-Completed, Name Change, Private Placement - Brokered, Resume Trading
BULLETIN DATE: October 18, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing 88 Capital Corp.'s ("88 Capital") (now renamed Golden Ridge Resources Ltd ("Golden Ridge")) Reverse Takeover (the "RTO") and related transactions, including the acquisition of all of the issued and outstanding shares of Golden Ridge Resources Ltd., all as principally described in 88 Capital's filing statement dated July 31, 2017 (the "Filing Statement"). The RTO includes the following matters, all of which have been accepted by the Exchange.
Acquisition of all of the issued and outstanding shares of Golden Ridge Resources Ltd.:
88 Capital entered into a share exchange agreement dated July 19, 2017 among 88 Capital, Golden Ridge and shareholders and option holders of Golden Ridge pursuant to which 88 Capital issued 16,154,012 common shares as consideration for all of the issued and outstanding shares of Golden Ridge.
Golden Ridge is a private British Columbia company which commenced operations in December 3, 2010 for the acquisition, exploration and development of mineral properties located in Canada. Golden Ridge's primary asset is its option to acquire the Hank Property in located in the British Columbia.
Golden Ridge's only activity since June 30, 2014 has been the exploration and development of the Hank Property. On June 25, 2014 (the "Effective Date") Golden Ridge and Lac Properties Inc. ("Lac") entered into an option agreement (the "Option") to acquire a 100% interest in the Hank property (the "Property"), subject to a 2% net smelter return ("NSR") to Lac and located in the Liard district of British Columbia. The terms of the Option include:
(a) incurring $100,000 in exploration expenditures (as defined in the Option) 12 months following the effective date of June 25, 2014 (the "Expenditure Anniversary Date") (paid);
(b) incurring an additional $200,000 in expenditures on or before the second Expenditure Anniversary Date;
(c) incurring an additional $700,000 in expenditures on or before the third Expenditure Anniversary Date; and
(d) incurring an additional $1,000,000 in expenditures on or before the fourth Expenditure Anniversary Date.
The Exchange has been advised that the transaction has been completed and written consent of the shareholders of 88 Capital was received. The full particulars of the Company's RTO are set forth in the Filing Statement, which has been accepted for filing by the Exchange and which is available under 88 Capital's profile on SEDAR.
Private Placement - Brokered:
Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced March 1, 2017:
Number of Shares: 32,664,500 shares
7,583,673 flow-through shares
Purchase Price: $0.125 per share
$0.15 per flow-through share
Warrants: 16,322,250 share purchase warrants to purchase 16,332,250 shares
Warrant Exercise Price: $0.25 for a three year period
Number of Placees: 177 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Michael Blady Y 1,733,333
Aggregate Pro Group Involvement P 2,073,000
[12 Placees]
Agent's Fee: First Republic Capital Corporation - $54,730 and 416,682 Broker Warrants exercisable into common shares at $0.25 per share for a 24 month period.
Canaccord Genuity Corp. - $138,533 and 1,038,007 Broker Warrants exercisable into common shares at $0.25 per share for a 24 month period.
Mackie Research Capital Corporation - $31,062 and 248,500 Broker Warrants exercisable into common shares at $0.25 per share for a 24 month period.
Foster & Associates Financial Services Inc. - $9,414 and 69,230 Broker Warrants exercisable into common shares at $0.25 per share for a 24 month period.
Leede Jones Gable Inc. - $12,915 and 88,900 Broker Warrants exercisable into common shares at $0.25 per share for a 24 month period.
Industrial Alliance Securities Inc. - $3,675 and 29,400 Broker Warrants exercisable into common shares at $0.25 per share for a 24 month period.
PI Financial Corp. - $35,214 and 281,715 Broker Warrants exercisable into common shares at $0.25 per share for a 24 month period.
Haywood Securities Inc. - $24,893 and 192,150 Broker Warrants exercisable into common shares at $0.25 per share for a 24 month period.
Hampton Securities Limited - $1,750 and 14,000 Broker Warrants exercisable into common shares at $0.25 per share for a 24 month period.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated September 1, 2017 announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Name Change:
Pursuant to a resolution passed by directors on September 7, 2017, 88 Capital has changed its name to Golden Ridge Resources Ltd. There was no consolidation of the capital of 88 Capital.
Effective at the opening on Thursday, October 19, 2017, the common shares of Golden Ridge Resources Ltd. will commence trading on the Exchange, and the common shares of 88 Capital Corp. will be delisted.
Capitalization: Unlimited shares with no par value of which
65,299,173 shares are issued and outstanding
Escrow: 2,461,046 shares are subject to a 36 month staged release escrow agreement.
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: GLDN (NEW)
CUSIP Number: 38116T 10 7 (NEW)
The Company is classified as a 'Mineral Exploration' company.
Resume Trading:
Effective at the opening on Thursday, October 19, 2017, trading in the shares of the Golden Ridge will resume.
________________________________________
|
|
