|December 21, 2017|
Roughrider Closes Private Placement
|Vancouver, BC, December 21, 2017 -- Roughrider Exploration Limited (TSX-V: REL) ("Roughrider" or the "Company") -- is pleased to announce it has closed its previously announced non-brokered private placement (the "Private Placement"). In connection with this closing, the Company issued an aggregate of 3,333,000 flow-through units (the "FT Units") at a price of $0.06 per FT Unit for aggregate proceeds of $199,980 and an aggregate of 600,000 non-flow-through units (the "Non-FT Units") at a price of $0.05 per Non-FT Unit for aggregate proceeds of $30,000. The Company also issued an aggregate of 4,000,000 common shares at a price of $0.05 per share for gross proceeds of $200,000.|
The FT Units consist of one flow-through common share and one half of one share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to purchase one non-flow-through common share at a price of $0.10 per common share until December 21, 2019.
The Non-FT Units consist of one flow-through common share and one share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to purchase one non-flow-through common share at a price of $0.10 per common share until December 21, 2019.
The Company paid aggregate cash finders' fees of $14,348.60 and issued 243,810 finders' warrants in connection with the Private Placement]. Accilent Capital Management Inc. received aggregate finder's fees of $11,900 and 203,000 finders warrants. Each finder's warrant entitles the holder to acquire one common share of the Company at a price $0.10 per share for two years from the date of closing.
The proceeds of the Private Placement will be used for general working capital purposes, further work on Roughrider's Genesis uranium project and evaluation and potential acquisition of other exploration projects.
All the securities issued under the Private Placement are subject to a hold period expiring four months and one day from the date of issuance.
Scott Gibson, the President of the Company acquired, directly and indirectly, 3,100,000 common shares and nil Warrants pursuant to the Private Placement. Prior to the Private Placement, Mr. Gibson owned directly, or had control and direction over 4,037,000 common shares, representing 10.31% of the outstanding shares of the Company and 1,027,500 share purchase warrants. As a result of the acquisition of the securities described above, Mr. Gibson directly and indirectly now owns and/or controls in aggregate 7,137,000 common shares of the Company representing 15.16% of the post-closing issued and outstanding common shares of the Company, and 1,027,500 share purchase warrants.
In addition, Pavilion Flow-Through (2017) 1 and (2016) 1 ("Pavilion") acquired directly, 2,900,000 common shares and 1,650,000 Warrants pursuant to the Private Placement. Prior to the Private Placement, Accilent Capital Management Inc. ("Accilent"), the portfolio manager of Pavilion owned directly, or had control and direction over 6,272,000 common shares, representing 16.02% of the outstanding shares of the Company and 2,625,570 share purchase warrants. As a result of the acquisition of the securities described above, Accilent directly and indirectly now owns and/or controls in aggregate 9,172,000 common shares of the Company representing 19.48% of the post-closing issued and outstanding common shares of the Company and 4,275,570 Warrants.
The Company has been advised that Mr. Gibson and Pavilion each separately acquired these securities for investment purposes and may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.
In total, directors and officers of the Company subscribed for a total of 3,400,000 shares under the Private Placement. The issuance of these securities to directors and officers under the Private Placement are "related party transactions" under the policies of the Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under Sections 5.7(1)(b) and 5.5(b), respectively, of MI 61-101. There has been no prior formal valuation of the common shares and share purchase warrants issued as there has not been any necessity to do so. The Private Placement has been reviewed and unanimously approved by the Company's board of directors, including the independent directors.
About Roughrider Exploration Limited
Roughrider and its partner Kivalliq Energy are exploring the Genesis uranium project located in the Wollaston-Mudjatik geological trend extending northeast from Saskatchewan's Athabasca Basin. In addition, Roughrider recently acquired an option to earn a 100% interest in the Iron Butte project in Nevada which contains an historic bulk tonnage gold resource and has now added the Silver Ace and Sterling projects in central British Columbia.
For further information, please contact:
Chief Executive Officer
Neither 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 STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information contained or incorporated by reference in this press release, including any information as to our strategy, projects, plans or future financial or operating performance, constitutes "forward-looking statements." All statements, other than statements of historical fact, are to be considered forward-looking statements. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by the company, are inherently subject to significant business, economic, geological and competitive uncertainties and contingencies. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include but are not limited to: fluctuations in market prices, exploration and exploitation successes, continued availability of capital and financing, changes in national and local government legislation, taxation, controls, regulations, expropriation or nationalization of property and general political, economic, market or business conditions. Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance and, therefore, readers are advised to rely on their own evaluation of such uncertainties. All of the forward-looking statements made in this press release, or incorporated by reference, are qualified by these cautionary statements. We do not assume any obligation to update any forward-looking statements.
UNITED STATES ADVISORY
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.
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