EDMONTON, ALBERTA – Green River Gold Corp. (the “Company”) is pleased to announce that it plans to undertake a non-brokered private placement (the “Offering”) to raise up to an aggregate maximum principal amount of CAD$400,000 (the “Principal Amount”) of 8.0% unsecured convertible debentures (the “Convertible Debentures”).
The Company has determined that it is in the best interests of the Company to undertake the Convertible Debenture Offering instead of the Unit offering announced in its March 13, 2019 New Release.
The Convertible Debentures will mature 3 years from their date of issue (the “Maturity Date”) and will bear interest at the rate of 8.0% per annum (“Interest”). The Interest shall be payable quarterly on the last day of March, June, September and December in each year, commencing September 30, 2019.
The holder of Convertible Debentures, in its sole discretion, shall have the option to convert the Convertible Debentures into common shares in the capital of the Company (the “Shares”) at any time prior to 5:00pm MST on the Maturity Date (the “Conversion Privilege”). The Principal Amount, and all Interest accrued and unpaid thereon, shall be convertible, for no additional consideration, into Shares at a conversion price equal to $0.10 per Share. At any time prior to the Maturity Date, the Principal Amount in respect of which the Conversion Privilege has not been exercised may be prepaid by the Company on at least 30 days’ written notice to the holders of the Convertible Debentures.
The Convertible Debentures will be unsecured obligations of the Company and shall rank pari passu in right of payment of the Principal Amount and Interest with all other Convertible Debentures issued under the Offering and all previously existing unsecured indebtedness of the Company. The Convertible Debentures will be issuable in a number of tranches (each a “Tranche”), with the closing of the first Tranche to be on or before June 30, 2019 or such other date as determined by the Company.
As announced in its March 13, 2019 News Release, the Company has entered a letter of intent with an independent third party to acquire over 8,200 hectares of mineral rights and 640 hectares of placer rights (collectively, the “Properties”). The Company will pay for the Properties by a combination of $119,048.74 cash as well as the issuance of 2,000,000 units of the Company (“Units”) at a deemed value of $0.06 per Unit. Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one Common Share warrant (each whole Common Share purchase warrant, a “Warrant”). Each full Warrant will be exercisable to acquire one Common Share (a “Warrant Share”) for a period of 24 months following the issue date at an exercise price of $0.15 per Warrant Share. As of the date hereof, the Company has paid cash totaling $39,048.74 toward the purchase price of the Properties and has an amount owing of $80,000.00.
The net proceeds received by the Company from the Offering are intended to be used to complete the purchase of the Properties as well as purchase additional equipment for manufacturing operations and for general working capital purposes. The Company will use commercial reasonable efforts to obtain the necessary approvals to list the Shares issuable upon conversion of the Convertible Debentures on the Canadian Securities Exchange.
Additional information about Green River Gold Corp. can be found by reviewing its profile on SEDAR at www.sedar.com
For more information contact:
Green River Gold Corp.
Mr. Perry Little
President and Chief Executive Officer
780-993-2193
This press release contains statements that constitute “forward-looking information” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, without limitation, statements relating to the timing for completion of the Annual Filings and other statements that are not historical facts. In making the forward- looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
The securities of the company have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release is issued for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.