|By Marketwired .||
|August 29, 2014 06:52 PM EDT||
CALGARY, AB--(Marketwired - August 29, 2014) - Boxxer Gold Corp. (TSX VENTURE: BXX) (PINKSHEETS: BXXRF) ("Boxxer" or the "Corporation") is pleased to announce that, further to news releases dated August 19, 2014 and August 26, 2014, Boxxer has closed its previously announced financing raising total gross proceeds of $620,000 by way of a non-brokered private placement (the "Offering") of units ("Units") of the Corporation at a price of $0.04 per Unit. The Offering was oversubscribed by $120,000 and the Corporation has received conditional acceptance from the TSX Venture Exchange ("TSX Venture") to close on this oversubscribed amount. A total of 15,500,000 Units were issued pursuant to the Offering. The Offering was made pursuant to a waiver granted by the TSX Venture which permitted the Corporation to offer the Units at a price of $0.04 per Unit.
Each Unit consists of one common share in the share capital of Boxxer ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant shall be exercisable into one Common Share at a price of $0.06 until two (2) years from the date of closing of the Offering. Each Warrant is subject to accelerated expiry provisions such that if any time after the completion of the Offering the closing price of the Common Shares on the TSX Venture is at least $0.10 per Common Share for 15 consecutive days the Corporation may give notice to the holders that each Warrant will expire 15 business days from the date of providing such notice. The securities issued in connection with the Offering will be subject to a four month and 1 day hold period from the date of issuance of such securities (until December 30, 2014).
Finders acting in connection with the Offering received finder's fees of 37,894 and 947,360 finder's warrants. Each finder's warrant entitles the holder to purchase one Common Share at an exercise price of $0.05 per Common Share for a period of one year after the closing of the Offering.
The proceeds of the Offering will be used primarily to maintain and preserve the Corporation's interest in its exploration properties and for general working capital purposes.
The completion of the Offering is subject to final TSX Venture acceptance. One director of Boxxer participated in the Offering purchasing a total of 1,250,000 Units and Boxxer has determined that there are exemptions available for the various requirements of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of these Units (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than $2,500,000). No new insiders were created, nor has any change of control occurred, as a result of this Offering.
About Boxxer Gold Corp.
Boxxer is a Canadian junior resource company involved in the exploration for large polymetallic copper deposits in North America. Boxxer's active projects include the Boss and Buena Vista copper projects in the state of Nevada, the Empire copper-gold-silver property in Idaho, the DOK copper-gold porphyry property in Northwest B.C., and the East Breccia copper-silver-molybdenum property in Ontario. Boxxer also has the Gordon Lake gold project located 110 kilometres north of Yellowknife NWT, Canada.
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.
Forward-Looking Information: This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. In particular, this news release contains forward-looking information regarding the use of proceeds of the Offering. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Boxxer's current beliefs and is based on information currently available to Boxxer and on assumptions Boxxer believes are reasonable. These assumptions include, but are not limited to: final TSX Venture Exchange acceptance of the Offering; and future costs and expenses being based on historical costs and expenses, adjusted for inflation. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Boxxer to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; capital market conditions and market prices for securities and junior market securities; the actual results of Boxxer's business operations including its exploration operations; natural resource company market conditions and the market conditions of the natural resource industry in general; competition; changes in legislation, including environmental legislation, affecting Boxxer; timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Boxxer's disclosure documents on the SEDAR website at www.sedar.com. Although Boxxer has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Boxxer does not undertake to update any forward-looking information except in accordance with applicable securities laws.
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