/THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES./
TSX VENTURE EXCHANGE: GBM
TORONTO, Oct. 30, 2013 /CNW/ - Golden Bridge Mining Corporation ("Golden Bridge") (TSX-V: GBM), a company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce a non-brokered private placement financing (the "Offering") consisting of up to 1,428,571 flow-through common shares (the "Flow-Through Shares") at a price of $0.35 per Flow-Through Share for gross proceeds to Golden Bridge of up to $500,000, and up to $500,000 principal amount of unsecured convertible debentures (the "Convertible Debentures").
The Convertible Debentures will have a maturity date three years from the date of issue (the "Maturity Date"), will bear interest at a rate of 8.0% per annum payable semi-annually, and will be convertible into common shares at the holder's option at any time prior to the Maturity Date at a conversion price of $0.35 per common share.
Cash fees equal to up to 8% of the aggregate gross proceeds raised under the Offering may be payable as finder's fees to certain individuals at arm's length to Golden Bridge at its discretion in connection with introducing subscribers to the Offering.
It is expected that one or more insiders of the Corporation may participate in the Offering. By virtue of their participation, the Offering would constitute a "related party transaction" under applicable securities laws. The Offering is expected to close on or about November 15, 2013. The Corporation expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the closing of the Offering, which the Corporation deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner. Because the related party transaction will not exceed specified limits, will constitute a distribution of securities for cash and because the Corporation is not listed on certain specified exchanges, it is expected that neither a formal valuation nor minority shareholder approval will be required in connection with the Offering.
The net proceeds of the Offering will be used to fund Golden Bridge's mineral exploration programs and for general working capital purposes.
The Offering remains subject to certain conditions including, but not limited to, the approval of the TSX Venture Exchange.
About Golden Bridge
Golden Bridge was incorporated under the laws of the Province of Ontario and is engaged in mineral resource exploration and development in Canada. The Company is classified as a Tier 2 "Mineral Exploration" issuer company listed on the TSX Venture Exchange.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Statements in this press release may contain forward-looking information. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking information in this press release includes statements with respect to insider participation in the Offering, the completion of, and the expected use of proceeds from, the Offering, and the Offering being exempt from minority approval and formal valuation requirements pursuant to applicable securities laws. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Golden Bridge. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Golden Bridge does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
ON BEHALF OF THE BOARD
Charles Qin, Chief Executive Officer and Director
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 release.
SOURCE: Golden Bridge Mining Corporation
For further information:
Golden Bridge Mining Corporation
Chief Executive Officer and Director
1020 Denison Street,
Markham, Ontario, Canada
Telephone: (905) 604-2351
Facsimile: (905) 604-2391