Dec 30, 2011
Vancouver, BC -- Barkerville Gold Mines Ltd. (TSXV:BGM) (the "Company") announces today that it has closed the first tranche of its private placement financing previously announced on December 5, 2011 as amended December 16, 2011. The Company issued a total of 21,592,513 units at a price of $0.85 per unit for gross proceeds of $18,253,611.05. Each unit consists of one common share and one half of one common share purchase warrant. Each whole warrant is exercisable into one common share at a price of $1.10 per share until June 22, 2013 and June 23, 2013 respectively. In connection with the financing the Company will pay to the Agents a cash commission of up to 7% of the gross proceeds raised and issue broker's warrants to purchase common shares in an amount of up to 10% of the aggregate number of shares issued, exercisable until June 22, 2013 at $0.85 per share. All the securities issued are subject to a four month hold period expiring on April 23, 2012 and April 24, 2012 respectively. The net proceeds of the Offering will be released subject to predetermined expenditures agreed to by the Board in consultation with the Agents.
Golden Cariboo Resources Ltd. and Lions Gate Energy Inc. each subscribed for 404,200 units under the private placement. Each of the companies share common directors with Barkerville and therefore these subscriptions constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). However, the Company is exempt from the requirement to obtain an independent valuation with respect to the related party transactions pursuant to Section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States and the requirement to obtain minority shareholder approval pursuant to Section 5.7(1)(a) of MI 61-101 as neither the fair market value of the subject matter of the private placement nor the consideration for the private placement, insofar as it involves the related parties, exceeds 25% of the Company's market capitalization.