June 10, 2021
Vancouver, BC – Engineer Gold Mines Ltd. (the “Company”) (TSXV: EAU) announces it has closed the first tranche of a non-brokered private placement announced May 18, 2021 raising gross proceeds of $500,000. 10,000,000 units (“Unit”) have been issued at a price of $0.05 per each Unit. Each Unit is comprised of one common share and one-half of one share purchase warrant (“Warrant”). Each whole Warrant is exercisable to purchase one common share of the Company at a price of $0.12 per share for a period of 36 months from closing of the financing expiring June 11, 2024.
All securities are subject to a four month hold period. Finder’s fees payable in connection with this tranche total $20,650 and 413,000 finder’s warrants. Finder’s Warrants are exercisable to purchase one common share of the Company at a price of $0.09 per share expiring June 11, 2024. The private placement is subject to TSX Venture Exchange approval.
The proceeds will be used for the exploration program at the Engineer Gold Mine Property, 32 km west of Atlin in northern BC, and general working capital.
In this tranche a director and an officer of the Company purchased a total of 1,200,000 Units of the private placement. The placement to those persons constitutes a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61‑101 ‑Protection of Minority Security Holders in Special Transactions (“MI 61‑101”) adopted in the Policy. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).
This press release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing securities have been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Engineer Gold Mines Ltd.
Engineer Gold is focused on the exploration and development of the 100%-owned, 14,020 ha Engineer Gold Mine Property, centered on the Historic high-grade Engineer Gold Mine situated 32 km southwest of Atlin, B.C. Previous work has identified numerous high-grade vein and shear-hosted bulk-tonnage gold exploration targets including Wann River to the southwest and Happy Sullivan to the northeast of the Engineer Gold Mine.
For additional information please visit the company website at www.engineergoldmines.com
On Behalf of the Board of Directors
Engineer Gold Mines Ltd.
"Andrew H. Rees"
Andrew H. Rees: 604-505-3739
Mr. Andrew H. Rees
President & Director
Cautionary Note Regarding Forward-Looking Statements
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.
This news release contains certain forward looking statements which involve known and unknown risks, delays, and uncertainties not under the control of Engineer Gold Mines Ltd. which may cause actual results, performance or achievements of Engineer Gold Mines Ltd. to be materially different from the results, performance or expectation implied by these forward looking statements. By their nature, forward looking statements involve risk and uncertainties because they relate to events and depend on factors that will or may occur in the future. Actual results may vary depending upon exploration activities, industry production, commodity demand and pricing, currency exchange rates, and, but not limited to, general economic factors. 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.