Bald Eagle Gold Corp. (“Bald Eagle”) (TSXV: BIG) announced in its news release on May 11, 2022, the completion of its non-brokered private placement. The non-brokered private placement called “the offering” is a 30,666,666 unit of the Corporation (each a “Unit”) at $0.075 per unit for aggregate proceeds of approximately $2,300,000.

Each unit in the placement deal consisted of one common share in the authorized share structure of the Corporation (a “Common Share”) and one common share purchase warrant of the Corporation (a “Warrant”). As stated in the deal, by May 31, 2024, each warrant shall be exercisable to purchase one additional Common Share (a “Warrant Share”) at an exercise price of $0.11.

Crescat Portfolio Management LLC (“Crescat”) and some accounts managed by Crescat, collectively made an investment in the Corporation of approximately $1,100,000. The placement gives Crescat a right to participate in future financings of the Corporation to allow Crescat to maintain its current equity stake on a pro-rata basis (the “Participation Right”). The Participation Right terminates on the date when Crescat’s ownership of Common Shares falls below 2% of the then outstanding shares on a diluted basis.

Certain insiders of Bald Eagle also participated in the Offering and purchased an agreement of 2,005,000 units. Participation of such insiders in the Offering constituted a “related party transaction” as defined under Multilateral Instrument but was exempt from the formal valuation and minority shareholder approval requirements, as neither the fair market value of the securities issued nor the consideration paid by the insiders, exceeded 25% of the Corporation’s market capitalization. 

The Corporation failed to file a material change report 21 days before the closing of the Offering as the details of the Participation have not been confirmed at the time of gathering this report. According to applicable Canadian securities laws, the securities issued in connection with the Offering are subject to a four-month hold period ending on October 1, 2022.  

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