True Gold Mining Inc. raised $51.9 million through a bought-deal offering, including the exercise in full of the over-allotment option, and a non-brokered private placement with Liberty Metals & Mining Holdings, LLC (LMM).
Pursuant to the offering, 105,110,000 units (the Units) of True Gold were issued at a price of $0.40 per Unit, for aggregate gross proceeds of approximately $42 million. True Gold also closed a two tranche private placement (the Non-Brokered Offering) to LMM for aggregate gross proceeds of approximately $9.9 million.
Each Unit consists of one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a Warrant). Each Warrant will entitle the holder to purchase one common share of True Gold at a price of $0.47 until Aug. 18, 2014.
True Gold will use the net proceeds for proposed development and construction activities at the Karma Gold Project in Burkina Faso, West Africa, exploration activities at True Gold's mineral projects and for working capital purposes.
The offering was underwritten by a syndicate led by RBC Capital Markets and included BMO Nesbitt Burns Inc., Haywood Securities Inc., National Bank Financial Inc., Clarus Securities Inc., Scotia Capital Inc., Cormark Securities Inc., and PI Financial Corp.
In order to maintain its pro rata interest in True Gold in accordance with its participation rights under the investment agreement dated July 17, 2013, and pursuant to a subscription agreement dated Feb. 3, 2014, between True Gold and LMM, LMM agreed to purchase 24,358,400 Units at a price of $0.40 per Unit and 410,994 common shares of True Gold at a price of $0.30 per share for aggregate gross proceeds of approximately $9.9 million. The securities issued to LMM in the Non-Brokered Offering are subject to a four-month hold period that expires on June 19, 2014.
True Gold was represented in Canada and the US by Davies Ward Phillips & Vineberg LLP with a team including Melanie Shishler, Mindy Gilbert, Mark O'Brien, Kevin Greenspoon and Chris Hannesson (corporate and securities); Gerald Shepherd and Nir Servatka (US securities), and Paul Lamarre and Siobhan Monaghan (tax).
The underwriters were represented in Canada by Cassels Brock & Blackwell LLP with a team including Chad Accursi, Jennifer Traub and Andrew Spencer (corporate and securities); and in the US by Paul Weiss Rifkind & Garrison LLP with a team including Adam Givertz and Emelia Baack.
LMM was represented by Blake, Cassels & Graydon LLP with a team including Bob Wooder, Kathleen Keilty and Ashley Baker (corporate and securities).