GTA Resources is raising capital (the “Financing”) to explore its highly prospective Big Duck Lake Gold property and for general working capital. As with all public companies, GTA must comply with all securities regulations, and so must rely upon a prospectus or a prospectus exemption to issue the shares from treasury.
In any financing, multiple prospectus exemptions can be used at one time, which allows different investors with different characteristics to all participate on the same terms. This ensures all shareholders are treated equally and fairly. Here, in this Financing, one of the prospectus exemptions on which GTA shall rely is the Existing Shareholder Exemption. If you’re not an Existing Shareholder, you might still be able to participate under another exemption, such as the Accredited Investor Exemption.
GTA disclosed the Financing terms after market close on August 30, 2017.
First, GTA intends issue up to 4,000,000 Flow-through Units at a price of $0.05 per Flow-through Unit, for a total of $200,000, with each Flow-through Unit consisting of one common share and one 12- month common share purchase warrant exercisable at 6 cents.
Second, GTA intends to also issue up to 2,000,000 Common Units at a price of $0.05 per Common Unit, for a total of $100,000, with each Common Unit consisting of one common share and one 18- month common share purchase warrant also exercisable at 5 cents.
A finder’s fee of up to 7% cash-and-7% broker warrants will be paid to participating registrants.
One of the only preconditions to participating in the Existing Shareholder Financing is that you had to be a GTA Resources shareholder on the Record Date, which the board set as August 30, 2017. If you owned even one GTA share on that date, you can invest in this Financing. But as we said above, If you’re not an Existing Shareholder, you might still be able to participate under another exemption, such as the Accredited Investor Exemption. Please download the Subscription Agreement below and follow its instructions.
Upper Limit: You may purchase any dollar amount of GTA shares up to $15,000 in any one year. If, in addition, a shareholder shows proof on the subscription form that he or she has obtained suitability advice from a financial advisor, then that $15,000 limit disappears and the investor can invest any amount.
Lower Limit: There is no minimum subscription amount per shareholder or for the Financing overall. GTA intends to close upon any amount raised under this Financing.
This financing is open to GTA shareholders who reside in Canada (except Newfoundland & Labrador), and other countries.
There is a restriction on the number of residents of the USA who may participate. If you are a USA resident, the subscription document will be slightly different. Please let us know and a subscription document that is specific to the USA will be sent to you.
Hold Period: Shares purchased in the financing would have a hold of four months and one day – i.e. the shares can’t be traded until four months after the financing.
You can contact us if you need any help in completing the subscription document. The main point of contact is GTA’s Chief Financial Officer, Mr. Brian Crawford.
The subscription document for Canadian residents (which is about 30 pages long) is available here on GTA’s website. Please follow the directions on that form.
If you are a resident of the United States, please so indicate your country of residence and Mr. Crawford will send you the appropriate subscription document.
Once GTA receives your signed agreement, GTA will countersign the agreement and arrange with you for the payment of your funds to GTA. GTA will also arrange for the delivery to you of certificates representing your shares and warrants.
Payment to GTA can be made by cheque or wire transfer.
All of GTA’s public documents (such as press releases, financial statements, MD&A, and technical reports) can be found here at SEDAR: GTA Resources and Mining Inc. Profile. You are encouraged to read those as part of your own due diligence review.
Please use the following form to let us know you are interested in GTA Resources ‘Existing Shareholder Financing’. The subscription document is slightly different for residents of the United States so please be sure to accurately indicate your country of residence and we will send you a link to the appropriate subscription agreement for completion.