TORONTO, July 30, 2020 — Stroud Resources Ltd. (TSXV-SDR) (“Stroud” or “Company”) is pleased to announce that it has closed a non-brokered private placement of gross proceeds of $3,000,000.
The Company issued 7,500,000 units (each a “Unit”) at $0.40 per Unit for proceeds of $3,000,000. Each Unit consists of one common share of the Company (a “Common Share”) and one-half common share purchase warrant (a “Warrant”). Each whole Warrant is exercisable to purchase one Common Share at an exercise price of $0.60 until July 30, 2021.
Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired the 7,500,000 Units pursuant to the Private Placement. Prior to the Private Placement, Mr. Sprott owned 13,333,333 Common Shares of the Company and 4,444,444 Warrants. As a result of the Private Placement, Mr. Sprott beneficially owns and controls 20,833,333 Common Shares of the Company and 8,194,444 Warrants representing approximately 47.0% of the issued and outstanding Common Shares of Stroud on a non-diluted basis and approximately 55.3% on a partially diluted basis. The Units were acquired by Mr. Sprott, through 2176423 Ontario Ltd. for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of 2176423 Ontario Ltd.’s early warning report will appear on the Company’s profile on SEDAR and may also be obtained by calling (416) 945-3294 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
The issuance of Units to Mr. Sprott pursuant to the Private Placement (the “Insider Participation”) is considered to be a related party transaction within the meaning of TSX Venture Exchange (the “TSXV”) Policy 5.9 and Multilateral Instrument 61 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of Ml 61-101 in respect of the Insider Participation. The Transaction is subject to obtaining TSXV, regulatory and other approvals and other customary closing conditions.
All securities issued pursuant to the Private Placement with be legended with a hold period of four months and one day from the date of issuance.
The net proceeds raised through the issue of Units will be to advance the Company’s exploration properties located in Mexico and for general working capital purposes.
The Company paid finder’s fees in a cash commission equal to 7% of aggregate proceeds from the sale of Units sourced by the finder as well as finder’s warrants (the “Finder’s Warrants”) in an amount which is equal to 7% of the aggregate number of Units sourced by the finder pursuant to the Private Placement. Each Finder’s Warrant is exercisable to purchase one Common Share at an exercise price of $0.60 until July 30, 2022.
About Stroud Resources Ltd. Stroud Resources is a TSXV listed company focused on the exploration and development of its Santo Domingo epithermal silver-gold project in central Mexico.
For more information please visit www.stroudsilver.com
ON BEHALF OF THE BOARD OF DIRECTORS OF STROUD RESOURCES LTD.
Mirsad Jakubovic CFO and Director
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