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Gold Mountain Mining Corp. Capital/Financing Update 2020

Jul 17, 2020

47810_rns_2020-07-17_9746221f-3375-40dc-8a6c-1771059f9d5d.pdf

Capital/Financing Update

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FREEFORM CAPITAL PARTNERS INC. ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT AND INCREASE TO $520,000

Not for distribution to United States news wire services or for dissemination in the United States.

Vancouver, British Columbia– July 17, 2020 – Freeform Capital Partners Inc. (" Freeform ") (TSXV: FRM.P) announces that it has closed the non-brokered private placement announced on July 7, 2020 (the “ Private Placement ”). Due to investor interest, Freeform increased the size of the Private Placement from $500,000 to $520,000. Pursuant to the terms of the Private Placement, Freeform will issue 5,200,000 common shares.

Completion of the Private Placement is subject to regulatory approvals, including final approval of the TSX Venture exchange. Freeform did not pay any finders fees or commissions in connection with the Private Placement. All securities issuable pursuant to the Private Placement are subject to a four month and a day holding period.

Subscribers to the Private Placement also entered into a voluntary pooling agreement whereby the Common Shares will be released as follows: 25% four months after the date of closing the Private Placement and a further 25% every four months thereafter with the last 25% released sixteen months after the closing date.

Kevin Smith, CEO and Director, purchased 250,000 common shares under the Private Placement, bringing his total share ownership to 1,050,000. Following completion of the Private Placement, Mr. Smith will hold 9.81% of Freeform’s issued and outstanding common shares. His participation in the Private Placement constitutes a “Related party transaction’ within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI61-101”) and the policies of the TSXV. The Company intends to rely on exemptions from the formal valuation of minority shareholder approval requirements provided under sections 5.5(b) and 5.7(b) of MI 61-101 on the basis that the Company is not listed on a specific market and neither the fair market value of the securities to be distributed in the Private Placement nor the consideration to be received for those securities, insofar as the transaction involves related parties, exceeds $2.5 million.

For further information, please contact:

Kevin Smith, Chief Executive Officer [email protected]

About Freeform

Freeform is a capital pool company governed by the policies of the TSX Venture Exchange. Freeform’s sole business is the identification and evaluation of assets or business with a view to completing a Qualifying Transaction with a company operating in the gold sector.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this release are forward-looking statements which reflect the expectations of management, such as the size of the proposed offering. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future and include the completion of the Private Placement. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including the risk that the TSX Venture Exchange does not provide final approval of the Private Placement. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company

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will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. Except as required by law, the Corporation does not assume any obligation to release publicly any revisions to forward-looking information contained in this press release to reflect events or circumstances after the date hereof.

This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Neither the TSX Venture Exchange nor its Regulation Services Provided (as that term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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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 news release.

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