NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Goldplay Mining Inc. (TSXV:AUC)(Frankfurt:9FY), (the "Company" or "Goldplay"), is pleased to announce that the Company has completed a non-brokered private placement (the "Private Placement") of 2,407,333 Units of the Company (the "Units") at a price of $0.15 per Unit, for gross proceeds of $361,100
Each Unit is comprised of one share (a "Common Share") and one half non-transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share the Company at an exercise price of $0.20 until May 13 2022. The proceeds from the Units will be used for general working capital purposes.
All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months plus one day expiring on September 14, 2021 in accordance with applicable Canadian securities laws, in addition to any other restrictions applicable under the policies of the TSX Venture Exchange or securities laws of jurisdictions outside Canada where the Units are sold. The Private Placement is subject to receipt of final approval of the TSX Venture Exchange.
In connection with the Private Placement, the Company paid aggregate cash finders' fees to qualified finders (Raymond James Ltd.) of $20,766 representing 6% of the gross proceeds in respect of certain subscriptions. The Company also issued 138,440 non-transferable finders' warrants to qualified finders (Raymond James Ltd.), with each finders' warrant being exercisable to acquire one Common Share at an exercise price of $0.15 until May 13, 2023.
The securities issued pursuant to the Private Placement have not been nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States or to an account for the benefit of US persons, absent such registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale, or solicitation would be unlawful.
Market Liquidity Services
The Company also announces that, subject to regulatory approval, it has retained Red Cloud Securities Inc. ("Red Cloud") to provide market liquidity services to the Company in compliance with the policies and guidelines of the TSX Venture Exchange ("TSXV") and other applicable legislation. Red Cloud will trade shares of Goldplay on the TSXV with the objective of maintaining a reasonable market and improving the liquidity of Goldplay ‘s common shares. Under the terms of the agreement, Red Cloud will receive $4,000 per month payable quarterly in advance. The agreement is effective April 28, 2021 and will continue in effect unless terminated by either party. There are no performance factors contained in the agreement and Red Cloud will not receive shares or options as compensation. Red Cloud and the Company are unrelated and unaffiliated entities, but Red Cloud may provide investment banking services to the Company and Red Cloud and/or its clients may have an interest, directly or indirectly, in the securities of the Company.
Frankfurt Stock Exchange Listing
The Company is also pleased to announce that it has listed its common shares on the Frankfurt Stock Exchange (FSE) under the ticker symbol: 9FY
The FSE listing will make it easier for European investors to pursue investment in the Company.
The Frankfurt Stock Exchange, operated by Deutsche Borse AG, is the largest of the eight stock exchanges in Germany and is also the third-largest organized exchange trading market in terms of turnover and dealing in securities globally. Only the Nasdaq and the New York Stock Exchange are larger.
OTCQB Listing Plans
In order to increase Company's shareholder base in the US and provide additional trading liquidity, Goldplay has also begun the process of listing in US via the OTC Venture Market exchange (OTCQB). Additional information will be announced once the application process has been finalized.
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.
About Goldplay Mining
Goldplay Mining is a newly listed Canadian public company which is focused on exploring and advancing gold-copper projects located in top mining jurisdictions with potential for world class mineral discovery.
On behalf of the Board of Directors
President, CEO & Director
For further information please contact:
Forward Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the potential listing of the company on a stock exchange, and other associated matters. Generally forward-looking statements can be identified by the use of terminology such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential" and similar expressions. Although the Company believes current conditions and expected future developments and other factors that have been considered are appropriate and that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct or enduring. Readers are cautioned to not place undue reliance on forward-looking information. The statements in this press release are made as of the date of this release. Except as required by law, the Company does not undertake any obligation to update publicly or to revise any forward-looking statements that are contained or incorporated in this press release. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
SOURCE: Goldplay Mining Inc.
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