/NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES/
VANCOUVER, Sept. 28, 2015 /CNW/ - Nevada Sunrise Gold Corporation ("Nevada Sunrise" or the "Company") (TSX-V: NEV) announced today that it has arranged a non-brokered private placement of up to 3,000,000 units (the "Units") at a price of $0.15 per Unit (the "Offering") for gross proceeds of up to $450,000. Each Unit will consist of one common share of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to purchase an additional common share (a "Warrant Share") at an exercise price of $0.25 per Warrant Share for a period of 36 months from the date of issuance.
A commission and finder's fee may be payable to parties at arm's length to Nevada Sunrise that have introduced the Company to certain subscribers participating in the Offering. Insiders of the Company may participate in the Offering depending upon the level of demand from non-insiders who wish to subscribe to the Offering.
All securities issued in the Offering are subject to a fourmonth hold period, during which time the securities may not be traded. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available. Closing of the Offering is subject to the approval of the TSX Venture Exchange.
Proceeds from the Offering will be used to fund exploration in the amount of approximately $250,000 and acquisition costs of approximately $150,000 for the Company's precious metals and lithium properties in Nevada, and $50,000 for general working capital.
About the Offering
The Offering will be completed to accredited investors pursuant to National Instrument 45-106 (prospectus and registration exemptions) and to existing securityholders who held shares of the Company on Friday, September 25, 2015 (the "Record Date"), pursuant to B.C. Instrument 45-534 (exemption from prospectus requirement from certain trades to existing securityholders). If the Offering is over-subscribed and cannot be increased, subscriptions will be reduced on a pro-rata basis.
Any person who becomes a shareholder of the company after the Record Date is not permitted to participate in the Offering using the existing shareholder exemption but other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult their profession advisers when completing their subscription form to ensure that they use the correct exemption. Subscription forms can be obtained by contacting Nevada Sunrise by telephone at (604) 428-8028 or by email at [email protected]
FORWARD LOOKING STATEMENTS
This release may contain forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Nevada Sunrise believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date such statements were made. The Company expressly disclaims any intention or obligation to update or revise any forwardlooking statements whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this release. The Securities of Nevada Sunrise Gold Corporation have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to the account or benefit of any U.S. person.
SOURCE Nevada Sunrise Gold Corporation
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