MarketSmart Resources

SEGO RESOURCES CLOSES SECOND TRANCHE OF FINANCING, RAISING A COMBINED TOTAL OF $1,217,010 BY WAY OF PRIVATE PLACEMENTS

July 30, 2018

Sego Resources Inc. (“Sego” or “the Company”) is very pleased to announce that the Company has closed the second tranche of a financing for total gross proceeds of $502,500 as part of the financing previously announced on April 23, 2018. In this second tranche of the financing, Sego will issue in total 7,000,000 units at $0.05 per unit of Flow Through Units (“FTU”) for gross proceeds of $ 350,000, and 3,050,000 units at $0.05 per unit for Non Flow Through units (“NFTU”) for gross proceeds of $ 152,500.   

Combined with the previously announced first closing of the financing, Sego will issue in total 12,850,000 units at $0.05 per unit of FTU for gross proceeds of $ 642,500, and 11,490,200 units at $0.05 per unit for NFTU for gross proceeds of $ 574,510 for total combined proceeds of $1,217,010.

Each FTU unit consists of one common share and one-half of one share purchase warrant.  Each FTU full warrant entitles the holder to purchase an additional common share at $0.10 for two years from closing of the private placement.  Each NFTU consists of one common share and one share purchase warrant.  Each NFTU warrant entitles the holder to purchase an additional common share at $0.10 for four years from the closing of the private placement. The securities issued under this second closing are subject to the applicable statutory 4 month + one day hold period from the date of issuance. The closing of this second tranche is subject to regulatory approval.

A Director and Senior Officer of the Company has subscribed for some of the FTU of this second tranche of this financing.

The flow through proceeds will be expended on the continued exploration of the Company’s Miner Mountain Copper-Gold Alkalic Porphyry project located near Princeton, BC.  The non-flow through proceeds will be used for working capital and general corporate purposes. 

The two financings of FTU and NFTU are expected to be completed in multiple tranches, by way of a non-brokered private placement, for combined gross proceeds of both private placements of up to $1,500,000, the proportion of NFTU and FTU of such total being a combination based upon demand. The offerings are open to all existing Sego shareholders and non-shareholders subject to certain limitations indicated below.

Certain finder’s fees are payable on a portion of the private placement and consist of 7% cash and 7% Broker’s Warrant, each Broker Warrant entitling the holder to subscribe for additional NFTU or FTU, as the case may be, for $0.05 for two years from the closing of this tranche of the private placement.

This offering is subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the TSX Venture Exchange and other customary conditions.  All of the securities sold pursuant to these offerings, including any further tranches, if any, will be subject to a four-month hold period from the date of closing.

The offering is open to all existing shareholders of the Company and all interested investors provided that a prospectus exemption is available for the Company to issue units to such investors.  For existing shareholders who as of the close of business on April 23, 2018 held common shares of the Company and continue to hold common shares at the time of closing, an additional prospectus exemption is available pursuant to British Columbia Instrument 45-534 (and in similar instruments in other Provinces of Canada).  Unless such shareholder is a person that has obtained advice regarding the suitability of the investment and, if such shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in such jurisdiction, the aggregate subscription cost to such shareholder for the units subscribed under the Existing Shareholder Exemption cannot exceed $15,000 or 300,000 units. 

The Company also plans to utilize British Columbia Instrument 45-536 which opens private placements to non-accredited investors provided the purchaser has obtained advice regarding the suitability of the investment and that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. Completion of the private placement is subject to the TSX Venture Exchange approval.

There is no minimum offering size for the private placement and the maximum number of units proposed to be issued is 30,000,000 units for gross proceeds of $1,500,000.  The Company fully expects to spend the funds as stated; there may be circumstances, for sound business reasons, where a reallocation of funds may be necessary. 

There is no material change about the issuer that has not been generally disclosed.

For further information please contact:

 J. Paul Stevenson, CEO (604) 682-2933

For investor & shareholder information, please contact:

MarketSmart Communications Inc.

Ph: +1 877 261-4466

Email: info@marketsmart.ca

Neither the 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. No regulatory authority has approved or disapproved the information contained in this news release.

This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statement of historical facts that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects re forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, statements are not guarantees of future performance and actual results or developments may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements.


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