Private Placement Revision
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITES STATES
SHOSHONI GOLD LTD.
609-475 HOWE STREET, VANCOUVER BC V6C 2B3
TEL: (604) 318-1448 FAX: (604) 682-5281 [email protected]
TSX VENTURE EXCHANGE SYMBOL: SHJ
News Release
May 3, 2013
Private Placement Revision
Shoshoni Gold Ltd. (the “Company”) announces that, further to its news releases of August 13, 2012, September 10, 2012, November 20, 2012 and January 10, 2013, it has closed a nonbrokered private placement offering (the “Offering”) and has issued a revised total of 11,440,000 units (the “Units”) of the Company at a purchase price of $0.05 per Unit for gross proceeds of $572,000. Each Unit consists of one (1) common share in the capital of the Company (a “Share”) and one (1) common share purchase warrant of the Company (“Warrant”). Each Warrant entitles the holder to purchase one (1) common share exercisable on or before July 2, 2014. Subject to certain conditions, if the closing price of the Company’s common shares on the TSX Venture Exchange (the “Exchange”) is higher than $0.20 for 30 consecutive trading days, the Company may, in its sole discretion, accelerate the expiry date of the Warrants to a date which is within 10 Business Days after the date of issue of a news release publicly announcing such acceleration.
The Exchange had previously required the Company to close a portion of the Offering (3,500,000 Units) into trust to be released upon satisfaction of certain conditions imposed by the Exchange. Subsequently, as conditions required for final approval of the issuance of 3,500,000 Units were not met, the Exchange approved, in its place, the issuance of a lesser subscription in the amount of 2,145,000 Units, bringing the final total of subscriptions to 11,440,000 Units. The Company has also issued a revised number of shares to the finder (the “Finders’ Shares), totaling 514,500 Finders’ Shares, reduced from the previously announced issuance of 637,500 shares, a portion of which (337,000 shares) were also issued into trust. The Units, any securities issued upon the exercise of Warrants and the Finders’ Shares are subject to a hold period expiring May 2, 2013.
SHOSHONI GOLD LTD.
Proceeds raised pursuant to this Private Placement are for the evaluation of potential acquisitions and general working capital.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.
On behalf of the Board,
Ralf Hillebrand, President & CEO
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.
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.
Cautionary Statement This document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration plans and other future plans and objectives, are forwardlooking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company’s documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound.