/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, Aug. 28, 2019 /CNW/ - Awalé Resources Limited. (ARIC-TSX.V) (the "Company" or "Awalé") is pleased to announce, subject to Exchange approval, that it has negotiated a non-brokered private placement ("the "Offering") of 18,998,700 Shares at a price of CDN $0.09 per share. Gross proceeds of CDN $1,709,883 will be used for ongoing exploration expenditure on its projects in Cote D'Ivoire and for general overhead and operating expenses.
Insiders of the Company participated in the Offering acquiring, directly or indirectly, an aggregate of 5,474,766 Shares. The participation by insiders in the private placement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61- 101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities being issued nor the consideration being paid exceeds 25% of Awalé's market capitalization.
Capital DI Limited of Mauritius ("Capital"), is subscribing for 8,333,334 Shares which is 12.25% of the Company's issued and outstanding shares which, by purchasing in excess of 10% of the Company's Shares, makes Capital an insider of the Company and subject to regulatory disclosure requirements as they relate to insiders.
All securities issued pursuant to the private placement will be subject to a four month and one day hold period trading restriction from date of issue.
Early Warning Disclosure
Pursuant to National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Capital DI Limited is announcing the acquisition of an aggregate of 8,333,334 common shares pursuant to the private placement.
With the acquisition of the private placement shares, Capital DI Limited now holds, directly and indirectly an aggregate of approximately 12.25% of the outstanding common shares.
The acquisition of the Company shares by Capital DI Limited was effected for investment purposes. Capital DI Limited directly and/or indirectly may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold the current position.
The early warning report, as required under National Instrument 62-103, contains additional information with respect to the foregoing matters and will be filed by Capital DI Limited on Awale's SEDAR profile at www.sedar.com
ON BEHALF OF THE BOARD OF DIRECTORS
AWALE RESOURCES LTD.
Glen Parsons, Director
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. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE Awale Resources
For further information: For additional information you are invited to visit the Awalé Resources Limited website at www.awaleresources.com, or contact Karen Davies, Head of Investor Relations at Tel: 604.314.6270