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Re: nagoya1 post# 14134

Monday, 09/26/2016 6:44:47 PM

Monday, September 26, 2016 6:44:47 PM

Post# of 14330
The Royal Bank of Canada will be https://www.sec.gov/Archives/edgar/data/865492/000106299309004088/exhibit99-1.htm

RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Raymond James Ltd. and Thomas Weisel Partners Canada Inc. (each an “Underwriter” and collectively the “Underwriters”) hereby severally, in respect of the percentages set forth in Section 8.1 of this Agreement, and not jointly, offer to purchase from Great Basin Gold Ltd. (the “Corporation”), upon and subject to the terms hereof, $110,000,000 principal amount of 8.0% senior unsecured convertible debentures (the “Convertible Debentures”) at a price of $1,000 per Convertible Debenture (the “Offering Price”) pursuant to this Agreement and in connection with a short form prospectus filed in the Qualifying Jurisdictions (as hereinafter defined) (the “Firm Offering”).

The Corporation and the Underwriters agree that any sales or purchases of the Convertible Debentures in the United States or to, or for the account or benefit of, a U.S. Person will be made in accordance with Schedule “G” attached hereto (which schedule is incorporated into and forms part of this Agreement). The Underwriters may, to the extent permitted by Schedule “G” hereto, designate persons to purchase Convertible Debentures directly from the Corporation in the United States as substituted purchasers (the “Substituted Purchasers”) and to the extent that Substituted Purchasers purchase at the Time of Closing, the obligations of the Underwriters to do so will be reduced by the number of Convertible Debentures purchased directly from the Corporation by Substituted Purchasers.

The Offering may also take place in the jurisdictions set out in section 2.8 hereof and such other jurisdictions as may be agreed upon by the Corporation and the Underwriters.

The Corporation has granted to the Underwriters an option (the “Over-Allotment Option”) to acquire additional Convertible Debentures (the “Additional Convertible Debentures”) at a price of $1,000 per Additional Convertible Debenture, up to an additional $16,500,000 aggregate principal amount of Convertible Debentures (that is up to 15% of the amount sold pursuant to the Firm Offering). The Over-Allotment Option is exercisable in whole or in part at any time up to 30 days after the Closing Date (as hereinafter defined). The offering of the Convertible Debentures and any Additional Convertible Debentures by the Corporation described in this Agreement is hereinafter referred to as the “Offering”.

The net proceeds of the Offering will be used by the Corporation as described in the Final Prospectus (as hereinafter defined) under the heading “Use of Proceeds”.

In consideration of the Underwriters’ services to be rendered in connection with the Offering, the Corporation shall pay, as directed by the Lead Underwriter (as hereinafter defined), for and on behalf of all of the Underwriters, a cash fee (the “Underwriters’ Fee”) in an amount equal to 4% of the gross proceeds received by the Corporation from the issue and sale of the Convertible Debentures and the Additional Convertible Debentures (collectively, the “Offered Securities”).

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