Angel Gold Announces Proposed Consolidation, Debt Settlement, Non-Brokered Private Placement and Appointment of Interim CEO
ANGEL GOLD CORP.
NOT FOR DISTRIBUTION OR DISSEMINATION TO THE UNITED STATES
Angel Gold Announces Proposed Consolidation, Debt Settlement, Non-Brokered Private Placement and Appointment of Interim CEO
Vancouver, British Columbia / January 13, 2022 – Angel Gold Corp. (TSX.V: ANG) (“Angel Gold” or the “Company”) announces that, subject to the approval of the TSX Venture Exchange (the “Exchange”), it intends to complete a consolidation (the “Consolidation”) of its issued and outstanding common shares (each a “Share”) on the basis of one (1) new Share for every ten (10) Shares held.
A new CUSIP and ISIN number for the Shares will be issued. Registered shareholders of the Company will receive a letter of transmittal from the Company’s transfer agent with instructions for exchanging their pre-Consolidation Shares. Shareholders who hold their Shares through a broker or other intermediary will not need to complete a letter of transmittal. The Company will not issue any fractional Shares as a result of the Consolidation but will round up or down to the nearest whole Share.
Concurrent with the completion of the Consolidation, and subject to the approval of the Exchange, the Company also intends to complete (i) a debt settlement (the “Debt Settlement”) of up to 5,000,000 post-Consolidated Shares at a deemed price of $0.15 per Share to settle past management services and cash advances provided to the Company by related parties of the Company and trade payables provided to the Company with non-related parties for the total amount of $750,000, and (ii) a non-brokered private placement (the “Private Placement”) of up to 10,000,000 units (each a “Unit”) at $0.15 per Unit to raise aggregate gross proceeds of $1,500,000.
Each Unit will consist of one post-Consolidated Share and one common share purchase warrant (a “Warrant”) with each Warrant exercisable at a price of $0.25 per post-Consolidated Share for a period of three (3) years.
All securities issued in the Private Placement and Debt Settlement will be subject to the Exchange hold period, plus a hold period of four months and one day following the closing dates of the Private Placement and Debt Settlement.
Finder’s fees may be payable in accordance with the policies of the Exchange in connection with the Private Placement. Related parties of the Company intend to participate in the Private Placement of up to $102,500. As a result, the Private Placement is considered a related party transaction (as defined under Multilateral Instrument 61- 101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”)). The Company is relying on section 5.5(a) and 5.7(a) as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement will exceed 25 percent of the Company’s market capitalization (calculated in accordance with MI 61-101).
Further details on the related party participation will be provided in the Company’s news release detailing the closing of the Private Placement.
The following is a summary of the use of proceeds allocation for the Private Placement:
Use of Proceeds Summary
| Type of Expense | Estimated Cost | |
|---|---|---|
| ($) | ||
| Working capital costs | $1,016,346 | |
| Expenditures for running a public company for next 12 months | $200,000 | |
| Payment of outstanding debt | $283,654 | |
| Total: | $1,500,000 |
The Company also announces that Christopher P. Cherry has been appointed as interim CEO of the Company in place of Blanca Stella Frias Osorio who has resigned from her position as CEO of the Company. The Company wishes to thank Ms. Osorio for her contribution to the Company and wishes her well in her future endeavors.
ON BEHALF OF THE BOARD OF DIRECTORS
Tom Wharton Director [email protected]
Neither 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.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.