Calgary, Alberta--(Newsfile Corp. - September 4, 2018) - Agau Resources, Inc. (the "Company" or "Agau") is pleased to announce that it has closed on August 31, 2018 its first tranche of its previously announced non-brokered private placement financing of 152,000,000 common shares in the share capital of the Company (each, a "Share") at $0.00125 per Share for gross proceeds of up to $190,000 (the "Offering").
All securities issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation. The net proceeds of the Offering will be used for the repayment of debt and general working capital purposes.
As noted in the Company's news release issued on August 3, 2018 (the "Initial News Release"), certain directors and officers have participated in the Offering. Accordingly, such participation is considered a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, such participation is exempt from the formal valuation and majority of the minority shareholder approval requirements set out in MI 61-101 since at the time the transaction was agreed to: (i) the securities of the Company were not listed or quoted on one of the exchanges or markets specifically identified in MI 61-101; (ii) neither the fair market value of the securities to be distributed in the Offering, nor the consideration to be received for those securities, insofar as the transactions involves interested parties, would exceed $2,500,000; and (iii) the Company has one or more independent directors and, at least two thirds of said independent directors approved the transaction, as required pursuant to sections 5.5 and 5.7 of MI 61-101, both on the basis that the Company meets the financial hardship exemption requirements. The Company did not file a material change report at least 21 days prior to closing of the Offering since the extent of the related party participation was not determined at that time.
Pursuant to the Offering, Devra Wigdor of Toronto, Ontario, has acquired 72,000,000 Shares, representing 32% of the issued and outstanding Shares on a non-diluted basis. Ms. Wigdor acquired these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as Ms. Wigdor may deem appropriate. For the purpose of NI 62-103 the address of Ms. Wigdor is 53 Timberlane Dr. Toronto, Ontario M3H 1J3.
A copy of the early warning reports are being filed by Devra Wigdor may be obtained on the Company's SEDAR profile or by contacting the Company at (416) 716-2222 ext.246.
On behalf of the Board of Directors
AGAU RESOUCES, INC.
signed "Binyomin Posen"
Binyomin Posen
Chief Executive Officer and Director
T: (416) 716-2222 ext.246
E: bposen@plazacaptial.ca
Cautionary Statement and Forward Looking Information: This News Release may contain forward-looking statements including, but not limited to, comments regarding the timing and content of upcoming work programs, geological interpretations, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statement. Accordingly, readers should not undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
