Phoenix Gold Announces $250,000 Unit Offering to Existing Shareholders

equities Canada  |

Phoenix Gold Resources Corp. (PXA:CA) has arranged an offering of units of the company to raise an amount of up to $250,000 through the issuance of units at a price of five cents per unit to existing shareholders of the company. Each Unit is comprised of one common share and one-half common share purchase warrant, and each whole warrant (a “Warrant”) entitles the holder to acquire one additional common share of the Company at an exercise price of C$0.10 per share for 24 months following the date of issuance. The Company may pay brokers/finders fees of up to 8% of the gross proceeds and issue broker’s warrants for up to 8% of the number of Units sold under the Unit Offering to purchasers through their respective brokers/finders, if any. The broker’s warrants will have the same terms as the Warrants except that they will be non-transferable.

The Company will use the net proceeds from the Unit Offering for exploration and development of the Company’s Battle Mountain Project and as additional working capital. If the maximum amount is raised, approximately $150,000 will be allocated for drilling the Eldorado Gold Project (previously announced in News Release dated October 20, 2014), $50,000 for finalizing results from the drilling on the Plumas project, and $50,000 for working capital. If less than the maximum amount is raised, the use of proceeds will be allocated in priority, as determined by the Company, to maximize exploration potential. The Unit Offering remains subject to the policies and approval of the TSX Venture Exchange and will be conducted in reliance upon certain prospectus exemptions, including the exemption allowing issuers to raise capital by distributing securities to existing shareholders (the “Existing Shareholder Exemption”). Securities issued under the Unit Offering will be subject to a four month hold period from the date of issuance.

The opportunity to purchase Units under the Unit Offering is in reliance on the Existing Shareholder Exemption that is available to all shareholders of the Company, as at the record date of February 13, 2015, to a maximum subscription of $15,000 per shareholder, unless otherwise allowable under applicable securities laws. The Unit Offering is being allocated to subscribers on a “first come, first served” basis wherein the subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the maximum offering amount of $250,000 is reached. Under the maximum offering, the Company would issue 5,000,000 Units for gross proceeds of $250,000. There is no minimum offering amount. Although the Unit Offering is not being offered pro rata, all shareholders of record will be treated equally but the Company reserves the right not to accept smaller subscription amounts, such as amounts less than $1,000, to avoid disproportionate administrative expenses.

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