Columbus Gold Corporation Closes First Tranche of Private Placement
Vancouver, British Columbia, Canada. May 25, 2010. Columbus Gold Corporation (CGT: TSX-V) (“Columbus Gold” or the “Company”) is pleased to announce that it has closed the first tranche of the private placement previously announced on April 26, 2010. The Company has raised gross proceeds of $926,500 through the issuance of 4,632,500 units at a price of $0.20 per unit. Each unit is comprised of one common share and one transferable common share purchase warrant; each warrant is exercisable for a period of 18 months, expiring November 21, 2011, with an exercise price per warrant share of $0.30 for the first 12 months increasing to $0.35 for the final 6 months of the exercise period. The Company expects to close the second tranche of the private placement in due course.
Finders’ fees were payable in connection with the first tranche of the private placement, equal to an aggregate of $60,647.50 and 303,237 non-transferable finder’s warrants. Other than transferability, the finders’ warrants are otherwise identical to the warrants that form part of the units.
All of the securities issued under the first tranche of the private placement are subject to a four-month hold period expiring on September 22, 2010 with additional hold periods applicable to US investors.
The proceeds of the private placement will be used for exploration and drilling at the Company’s Stevens Basin and Whitehorse Flats projects, and for working capital requirements.
The participation of certain subscribers in the private placement constitutes a “related party transaction” under Multilateral Instrument 61-101 (“MI 61-101”), being Carrelton Horizon Fund LP (“Carrelton”); Carrelton is a greater than 10% holder of the Company, and is controlled by Peter Gianulis, a director of the Company. The Company was exempt from both the formal valuation and minority shareholder approval requirements of MI 61-101 in connection with the private placement as neither the fair market value of the securities issued, nor the consideration for such securities, in so far as it involves interested parties, exceeded 25% of the Company’s market capitalization as calculated pursuant to MI 61-101, and because the Company’s securities are not listed for trading on specified markets set out in MI 61-101.
ON BEHALF OF THE BOARD,
Robert F. Giustra
President & CEO, Director
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.
For more information contact:
This release contains forward-looking information and statements, as defined by law including without limitation Canadian securities laws and the “safe harbor” provisions of the US Private Securities Litigation Reform Act of 1995 (“forward-looking statements”), respecting the Company’s private placement, and the use of proceeds of the private placement. Forward-looking statements involve risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by the forward-looking statements, including without limitation the ability to complete the private placement; ability to obtain applicable regulatory approvals for the private placement; ability to locate and dependence on placees and finders; availability of qualified workers; risks associated with exploration projects; dependence on third parties for services; non-performance by contractual counterparties; title risks; and general business and economic conditions. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including without limitation assumptions about: general business and economic conditions; the ability to locate sufficient purchasers (and if applicable, finders) to complete the private placement; the ability to obtain, and the timing and receipt of, required approvals; ability to procure equipment and supplies; and ongoing relations with employees, partners and joint venturers. The foregoing list is not exhaustive and we undertake no obligation to update any of the foregoing except as required by law.