Austral Gold Agrees to Sell Additional Unico shares to Related Parties
Austral Gold Agrees to Sell Additional Unico
shares to Related Parties
Sydney, Australia--(Newsfile Corp. - July 25, 2024) -
Established gold producer Austral Gold
Limited
(ASX: AGD) (TSXV: AGLD) (OTCQB: AGLDF) (
"Austral"
or the
"Company"
) advises that its
subsidiary Austral Gold Canada Limited (
"AGCL"
) and the Company's largest shareholder, Inversiones
Financieras del Sur SA Sociedad Anonima (
IFISA
), have entered into a share purchase agreement
dated July 24, 2024 (the
"Agreement"
). This Agreement provides for a transaction substantially similar
to a share sale transaction conducted by AGCL in late June, 2024, in which AGCL sold Unico Shares
(defined below) to two of the Company's Directors.
AGCL currently owns a total of 28,329,814 common shares ("
Unico Shares"
) in the capital of Unico
Silver Limited (
"Unico"
). Unico is a publicly traded Australian company and the Unico Shares are listed
on the ASX.
Under the Agreement, AGCL has agreed to sell 8,139,023 of its Unico Shares to IFISA. The price for
these Unico Shares is to be the greater of:
a)
A$0.1863 per share, which is equal to the five-day volume weighted average price (VWAP) for
Unico Shares on the ASX for the five-trading day period ended 24 July, 2024, and
b)
an amount equal to the closing price on the trading day immediately prior to the Closing Date.
As IFISA is the Company's largest shareholder, this transaction is a 'related party transaction" as
defined in Multilateral Instrument 61-101,
Protection of Minority Security Holders in Special
Transactions
(MI 61-101), as well as TSX Venture Exchange Policy 5.9, and is subject to TSX Venture
Exchange approval. However, the transaction is exempt from the formal valuation and minority approval
requirements of these regulatory instruments because the fair market value of the Unico Shares being
sold to IFISA, together with the fair market value of the Unico Shares previously sold to the Company's
two Directors on 25 June 2024, is less than 25% of the Company's market capitalization, and it is
exempt from the ASX shareholder approval requirement because the transaction does not constitute the
sale of a substantial asset under ASX Listing Rule 10.1. However, completion of the transaction remains
subject to TSX Venture Exchange approval.
The Agreement and the sale of these Unico Shares has been approved by the Board of Directors of
AGCL and by the independent directors of the Company.
Mr. Eduardo Elsztain and Mr. Saul Zang, both
of whom are members of the Company's Board of Directors, are also shareholders of IFISA and both
abstained from the discussion and vote on the resolution approving this transaction. The independent
directors are of the view that the Agreement is on terms that would be reasonable - or better than - if
AGCL and IFISA were dealing at arm's length. In particular the independent directors noted that the sale
price for the Unico Shares is determined by ASX's independent market pricing reflecting unrelated third
party trading activity. Upon completion of this transaction, AGCL intends to use the net proceeds of
approximately A$1,516,300 (approximately US$1,000,000/CDN$1,381,000) as general working capital
in the Company's operations.
There is no finder's fee for the transaction.
About Austral Gold
Austral Gold is a growing gold and silver mining producer building a portfolio of quality assets in the
Americas based on three strategic pillars: production, exploration and equity investments. Austral
continues to lay the foundation for its growth strategy by advancing its attractive portfolio of producing
and exploration assets.
For more information, please visit the Company's website at
www.australgold.com.
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.
Release approved by the Company's Chief Executive Officer of Austral Gold, Stabro Kasaneva.
For additional information please contact:
Stabro Kasaneva
Chief Executive Officer
Austral Gold Limited
+56 9 9822 3563
Jose Bordogna
Chief Financial Officer
Austral Gold Limited
+61 466 892 307
Forward Looking Statements
Statements in this news release that are not historical facts are forward-looking statements. Forward-
looking statements are statements that are not historical, and consist primarily of projections -
statements regarding future plans, expectations and developments. Words such as "expects", "intends",
"plans", "may", "could", "potential", "should", "anticipates", "likely", "believes" and words of similar
import tend to identify forward- looking statements. Forward-looking statements in this news release
include the timing of the Closing of this transaction and Austral continues to lay the foundation for its
growth strategy by advancing its attractive portfolio of producing and exploration assets.
All of these forward-looking statements are subject to a variety of known and unknown risks,
uncertainties and other factors that could cause actual events or results to differ from those expressed or
implied, including, without limitation, uncertainty of exploration programs, development plans and cost
estimates, commodity price fluctuations; political or economic instability and regulatory changes;
currency fluctuations, the state of the capital markets especially in light of the effects of the novel
coronavirus, uncertainty in the measurement of mineral resources and reserves and other risks and
hazards related to the exploration of a mineral property, and the availability of capital. You are cautioned
that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Austral
cannot assure you that actual events, performance or results will be consistent with these forward-looking
statements, and management's assumptions may prove to be incorrect. Austral's forward-looking
statements reflect current expectations regarding future events and operating performance and speak
only as of the date hereof and Austral does not assume any obligation to update forward-looking
statements if circumstances or management's beliefs, expectations or opinions should change other
than as required by applicable law. For the reasons set forth above, you should not place undue reliance
on forward-looking statement
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/217627