CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN Allegiant Gold Announces Non‐Brokered Private Placement
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
Allegiant Gold Announces Non‐Brokered Private Placement
Tonopah, Nevada / June 2, 2025 ‐ Allegiant Gold Ltd. (“Allegiant” or the “Company”) (AUAU: TSX‐V) (AUXXF: OTCQX) announces that the Company is launching a non‐brokered private placement offering (the "Offering") of up to 19,444,444 units (“Unit”) at a price of $0.18 per Unit for gross proceeds of up to $3,500,000. Each Unit will consist of one common share (each a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant a “Warrant”).
Each Warrant will entitle the holder to acquire an additional Common Share at a price of $0.28 for a period of 12 months from the date of closing (the “Closing Date”) of the Offering, provided that in the event that the closing price of the Company’s Common Shares on the TSX Venture Exchange (the “Exchange”) (or such other exchange on which the Company’s Common Shares may become traded) is CDN$0.70 or greater per Common Share during any ten (10) consecutive trading day period at any time subsequent to four months and one day after the Closing Date, the Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th day after the date on which the Company provides notice of such accelerated expiry to the holders of the Warrants.
Finder’s fees may be paid to qualified parties in accordance with applicable securities laws. The net proceeds from the Offering will be used for general working capital.
All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation and the Exchange Hold Period.
The Offering is subject to receipt of all necessary regulatory approvals, including receiving approval from the Exchange.
ABOUT ALLEGIANT
Allegiant owns five highly prospective gold projects in the United States all of which are in the mining‐ friendly jurisdiction of Nevada. Allegiant’s flagship, district‐scale Eastside project hosts a large and expanding gold resource and is in an area of excellent infrastructure. Preliminary metallurgical testing indicates that both oxide and sulphide gold mineralization at Eastside is amenable to heap leaching.
ON BEHALF OF THE BOARD
Peter Gianulis CEO
For more information contact:
Investor Relations [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements and information contained in this press release constitute "forward‐looking statements" within the meaning of applicable U.S. securities laws and “forward‐looking information” within the meaning of applicable Canadian securities laws, which are referred to collectively as "forward‐looking statements". The United States Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward‐looking statements. Allegiant Gold Ltd.’s (“Allegiant”) exploration plans for its gold exploration properties, the drill program at Allegiant’s Eastside project, the preparation and publication of an updated resource estimate in respect of the Original Zone at the Eastside project, Allegiant’s future exploration and development plans, including anticipated costs and timing thereof; Allegiant’s plans for growth through exploration activities, acquisitions or otherwise; and expectations regarding future maintenance and capital expenditures, and working capital requirements. Forward‐looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future economic conditions and courses of action. All statements and information other than statements of historical fact may be forward‐looking statements. In some cases, forward‐looking statements can be identified by the use of words such as “seek”, “expect”, “anticipate”, “budget”, “plan”, “estimate”, “continue”, “forecast”, “intend”, “believe”, “predict”, “potential”, “target”, “may”, “could”, “would”, “might”, “will” and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Such forward‐looking statements are based on a number of material factors and assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to differ materially from those anticipated in such forward‐looking information. You are cautioned not to place undue reliance on forward‐looking statements contained in this press release. Some of the known risks and other factors which could cause actual results to differ materially from those expressed in the forward‐looking statements are described in the sections entitled “Risk Factors” in Allegiant’s Listing Application, dated January 24, 2018, as filed with the TSX Venture Exchange and available on SEDAR+ under Allegiant’s profile at www.sedarplus.ca. Actual results and future events could differ materially from those anticipated in such statements. Allegiant undertakes no obligation to update or revise any forward‐looking statements included in this press release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. 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.