Golden Bridge Mining Corporation announces closing of non-brokered private placement financing
TSX VENTURE EXCHANGE: GBM
TORONTO, Dec. 5, 2013 /CNW/ - Golden Bridge Mining Corporation ("Golden Bridge" or the "Company") (TSX-V: GBM), a company listed on the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has completed its non-brokered private placement financing (the "Offering") for total gross proceeds of $340,900 consisting of 174,000 flow-through common shares (the "Flow-Through Shares") at a price of $0.35 per Flow-Through Share for gross proceeds to Golden Bridge of $60,900, and $280,000 principal amount of unsecured convertible debentures (the "Convertible Debentures").
The Convertible Debentures will mature on December 5, 2016 (the "Maturity Date"), will bear interest at a rate of 8.0% per annum payable semi-annually, and will be convertible into common shares at the holder's option at any time prior to the Maturity Date at a conversion price of $0.35 per common share.
The net proceeds of the Offering will be used to fund Golden Bridge's mineral exploration programs and for general working capital purposes. Cash fees equal to up to 8% of the aggregate gross proceeds raised under the Offering are payable as finder's fees to certain persons at arm's length to Golden Bridge.
As disclosed in a press release dated October 30, 2013, one existing insider participated in the Offering namely, Charles Qin, the Chief Executive Officer and a director of Golden Bridge. By virtue of Mr. Qin's participation, the Offering constitutes a "related party transaction" under applicable securities laws. The Company released a material change report on November 4, 2013 including details with respect to the related party transaction less than 21 days prior to the anticipated closing date, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner. Because the related party transaction was not expected to exceed specified limits, constituted a distribution of securities for cash, and because the Company is not listed on certain specified exchanges, neither a formal valuation nor minority shareholder approval was required in connection with the Offering.
The Flow-Through Shares and Convertible Debentures are subject to statutory resale restrictions until April 6, 2014. Closing of the Offering remains subject to receipt of regulatory approval, including final approval of the TSXV.
About Golden Bridge
Golden Bridge is a corporation incorporated under the laws of the Province of Ontario and is engaged in mineral resource exploration and development in Canada. The Company is classified as a Tier 2 "Mineral Exploration" issuer company listed on the TSXV.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Statements in this press release may contain forward-looking information. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking information in this press release includes statements with respect to the expected use of proceeds from the Offering and the Offering being exempt from minority approval and formal valuation requirements pursuant to applicable securities laws. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Golden Bridge. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Golden Bridge does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES.
ON BEHALF OF THE BOARD
Charles Qin, Chief Executive Officer and Director
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.
SOURCE Golden Bridge Mining Corporation