February 5, 2018 - Vancouver, British Columbia. Indigo Exploration Inc.(the “Company”) (TSX-V: IXI, FSE: INE) is pleased to announce a non-brokered private placement (the “Offering”) of up to 7,000,000 units (the “Units”) of the Company at a price of $0.03 per Unit for gross proceeds of up to $210,000. Each Unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.05 per share for a period of three years from the date of issuance of the Units.
The Offering will be conducted pursuant to available prospectus exemptions including sales to accredited investors, family members, close friends and business associates of directors and officers of the Company, to purchasers who have obtained suitability advice from a registered investment dealer pursuant to the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) and to existing shareholders of the Company pursuant to the exemption set out in British Columbia Securities Commission BC Instrument 45- 534 (Exemption from prospectus requirement for certain trades to existing security holders) (the “Existing Shareholder Exemption”).
There is no minimum Offering size and the maximum offering is 7,000,000 units for gross proceeds of $210,000. Assuming the Offering is fully subscribed, the Company plans to allocate the gross proceeds of the Offering to: (i) Burkina Faso General & Administration costs including: office, part-time salaries, land taxes and legal ($95,000); (ii) Head Office General & Administration costs including: accounting, audit, TSX-V fees, transfer agent, and annual general meeting ($60,000); (iii) Extraordinary costs related to maintaining the Hantoukoura title including: travel expenses, legal costs, and additional advocacy support personnel in Burkina Faso ($40,000) and (iv) Offering costs including: finders fees and regulatory filing fees ($15,000).
If the Offering is not fully subscribed, the Company will apply the proceeds to the above uses in priority and in such proportions as the Board of Directors and management of the Company determine is in the best interests of the Company. Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of proceeds may vary from the uses set out above depending on future operations, events or opportunities.
If the Offering is over-subscribed, subscriptions will be accepted at the discretion of the Company; therefore, it is possible that a shareholder’s subscription may not be accepted by the Company even though it is received within the Offering period unless the Company determines to increase the size of the Offering.
The Existing Shareholder Exemption is available to shareholders residing in all Canadian provinces, other than Newfoundland and Labrador. Shareholders of record of the Company as at January 31, 2018 (the “Record Date”) are eligible to participate under the Existing Shareholder Exemption. To rely upon the Existing Shareholder Exemption, the subscriber must: a) have been a shareholder of the Company on the Record Date and continue to hold shares of the Company until the date of closing of the Offering, b) be purchasing the Shares as a principal and for their own account and not for any other party, and c) may not subscribe for more than $15,000 of securities from the Company in any 12 month period unless they have first received advice from a registered investment dealer regarding the suitability of the investment. Existing shareholders interested in participating in the Offering should consult their investment advisor or the Company directly.
In accordance with the requirements of the Existing Shareholder Exemption and the Investment Dealer Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
The Offering may be closed in one or more tranches as subscriptions are received. There is no minimum subscription amount. The Company may pay finder’s fees on a portion of the Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the “Exchange”).
The Offering is subject to receipt of approval of the Exchange. The securities issued pursuant to the Offering will be subject to a four month and one day statutory hold period.
On Behalf of the Board of Directors,
President and CEO
For further information, please contact:
Paul Cowley: (604) 340-7711
Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.