Avidian Gold Announces Closing of First Tranche of Private Placement
Avidian Gold Announces Closing of First Tranche of Private
Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES
TORONTO, Ontario, December 2, 2022 – Avidian Gold Corp. (“Avidian” or the
“Company”) (TSX- V: AVG) is pleased to announce to announce that it has closed the first
tranche (the "First Tranche") of its non-brokered private placement offering of units of the
Company (the “Units”) for gross proceeds of up to $500,000 (the “Offering ”), previously
announced
on October 17, 2022 and November 25, 2022. An aggregate of 5,378,715 Units were
sold under the First Tranche at a price of C$0.035 per Unit (the "Issue Price "), for total gross
proceeds of $188,258.
Each Unit is comprised of one common share of the Company (a “Common Share”) and one
Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to
acquire one Common Share at an exercise price of $0.06 per Common Share (a “Warrant
Share”) for a period of twenty-four (24) months following the closing of the First Tranche.
The second tranche of the Offering (the “Second Tranche”) is expected to close on or before
December 15, 2022.
It is expected that approximately 68% of the net proceeds from First Tranche of the Offering will
be used to pay state claim fees on the Corporation’s mineral properties in Alaska and Nevada,
11% of the net proceeds from First Tranche of the Offering will be used for the
exploration and development of Avidian’s advanced-stage gold & gold-copper mineral
properties in Alaska and Nevada and the remaining 21% for general and administrative
expenses. The expected use of the aggregate net proceeds of Offering will be provided in the
press release announcing the closing of the Second Tranche of the Offering. It is not expected
that any of the net proceeds of the Offering will be used for payments to Non-Arm’s Length
Parties (as defined in the policies of the TSX Venture Exchange (the “TSXV”)) of the
Company nor to any persons conducting Investor Relations Activities (as defined in the
policies of the TSXV).
Certain insiders of the Company (the “Insiders”) acquired an aggregate of 1,485,715 Units under
the
First Tranche of the Offering. The participation of the Insiders in the Offering constitutes
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 exempt from
the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of
such insider participation because neither the fair market value of the Offering nor the fair
market value of the consideration for the Units paid by the Insiders exceeds 25% of the
Company's market capitalization.
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In connection with the Offering, the Company paid commissions to certain finders of an aggregate
of $2,800 in cash and 80,000 finders warrants (each, a “Finder Warrant”). Each Finder Warrant
entitles the holder thereof to purchase one Common Share (a “Finder Share”) at a price of $0.05
per Finder Share for a period for a period of twenty-four (24) months following the closing of the
First Tranche.
The Offering and the closing of the First Tranche are subject to the receipt of all required regulatory
approvals including the approval of the TSXV. All securities issued and issuable pursuant to the
Offering will be subject to a hold period of four months and one day from the date of issuance in
accordance with applicable Canadian securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States of America. The securities have not been and will not be registered
under the United States Securities Act of 1933 (the “ 1933 Act”) or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act)
unless registered under the 1933 Act and applicable state securities laws, or an exemption from
such registration is available.
About Avidian Gold Corp.
Avidian brings a disciplined and veteran team of project managers together with a focus on
advanced-stage gold explora tion projects in Alaska. The Company’s district -scale Golden Zone
property hosts a NI 43 -101 Indicated gold resource of 267,400 ounces (4,187,000 tonnes at 1.99
g/t Au) plus an Inferred gold resource of 35,900 ounces (1,353,000 tonnes at 0.83 g/t Au) withi n
the Breccia Pipe Deposit. This resource is exposed on the surface and was pit constrained for an
open-pit mining scenario. The Technical Report was filed on November 17, 2017, and was
authored by Leon McGarry, B.Sc., P.Geo. and Ian D. Trinder, M.Sc., P.G eo. Additional projects
include the Amanita and the Amanita NE gold properties which are both adjacent to Kinross
Gold’s Fort Knox gold mine in Alaska, and the Jungo gold-copper property in Nevada.
Avidian is a major shareholder in High Tide Resources (C SE: HTRC) which is focused on, and
committed to, the development of advanced-stage mineral projects in Canada using industry best
practices combined with a strong social license from local communities. High Tide is earning a
100% interest in the Labrador West Iron project located adjacent to IOC/Rio Tinto’s 23 mtpy Carol
Lake Mine in Labrador City, Labrador and owns a 100% interest in the Lac Pegma copper-nickel-
cobalt deposit located 50 km southeast of Fermont, Quebec.
Further details on the Company and the individual projects, including the NI 43 -101 Technical
reports on the Golden Zone property can be found on the Company’s website at
www.avidiangold.com.
For further information, please contact:
Steve Roebuck
President & CEO
Mobile: (905) 741-5458
Email: [email protected]
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or
Dino Titaro
Director
Mobile (647) 283 7600
Email: [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 news release.
Forward-looking information
This News Release includes certain "forward-looking statements" which are not comprised of historical facts including statements
regarding the use of proceeds. Forward -looking statements include estimates and statements that describe the Company’s future
plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to
occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”,
“could”, “would”, “will”, or “plan”. Since forward -looking statements are based on assumptions and address future events and
conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information
currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations.
Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance,
prospects and opportunities to differ materially from those expressed or implied by such forward -looking information. Forward
looking information in this news release i ncludes, but is not limited to, the size of the Offering, the completion and terms of the
Offering, the closing of the First Trance, the timing and closing of the Second Tranche, the use of proceeds of the Offering, the
Company’s objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral
resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions.
Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: the
failure to complete the Offering on the terms provided or at all, the ability to anticipate and counteract the effects of COVID -19
pandemic on the business of the Company, including without limitation the effects of COVID-19 on the capital markets, commodity
prices supply chain disruptions, restrictions on labour and workplace attendance and local and international travel, failure to receive
requisite approvals in respect of the Offering, failure to identify mineral resources, failure to convert estimated mineral resources to
reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of
metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals,
political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the
availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations
in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the
other risks involved in the mineral exploration and development industry, and those risks set out in the Company’s public documents
filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information
in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the da te of
this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company
disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information,
future events or otherwise, other than as required by law.