Avidian Gold Subsidiary Closes Over-Subscribed Private Placement
Avidian Gold Subsidiary Closes Over-Subscribed Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, Ontario, September 21, 2021 – Avidian Gold Corp. (“Avidian” or the “Company”) (TSX-
V:AVG & OTCQB:AVGDF ) is pleased to announce that its majority owned subsidiary, High Tide
Resources Corp. (“ High Tide ”), has closed its previously announced non -brokered private placement
offering (the “Offering”) for aggregate gross proceeds of $1,099,809.50. A total of 7,332,063 subscription
receipts of High Tide (each, a “ Subscription Receipt”) were sold pursuant to the Offering, at a price of
$0.15 per Subscription Receipt. Each Subscription Receipt will be exchanged for one unit of the Company
(a “Unit”) with each Unit comprised of one (1) High Tide common share and one -half of one (1/2) High
Tide common share purchase warrant (each whole, a “ Warrant”). Each Warrant is exercisable at a price
of $0.20 for a term of thirty-six (36) months from the date of issuance.
The Offering was oversubscribed by over 35% reflecting significant interest in both High Tide’s Labrador
West Iron project and Lac Pegma Copper -Nickel-Cobalt deposit in advance of its intention to list its
common shares on a recognized Canadian stock exchange (the “ Listing”). The Offering closed in two
tranches, with the first tranche closing on September 14, 2021 and consisting of gross proceeds of
$505,759.85, and the second tranche closing on September 16, 2021 and consisting of gross proceeds of
$594,049.65.
If High Tide obtains approval for the Listing f rom a recognized Canadian stock exchange within six (6)
months of the closing of the second tranche (the “Escrow Release Condition”), the escrowed proceeds
together with any interest accrued or income generated thereon shall be released to High Tide and the
Subscription Receipts will be exchanged into Units.
In connection with the closing of the Offering, High Tide paid an aggregate cash commission of $5,263.84
to certain finders (collectively, the “ Finders”), representing 50% of the cash commission payable to
Finders. A second cash payment of $5,263.84, representing the remaining 50% of the cash commission will
be paid to Finders upon the satisfaction of the Escrow Release Conditions. An aggregate of 67,584 broker
warrants (the “Broker Warrants”) will be issued to Finders upon the satisfaction of the Escrow Release
Condition. Each Broker Warrant will entitle t he holder to purchase one (1) Unit at a price of $0.15, and
shall expire thirty-six months after the closing date, as applicable to each of the Finders.
High Tide intends to use the gross proceeds of the Offering primarily for exploration and development
activities at its flagship Labrador West Iron Ore project near Labrador City, Newfoundland and Lac Pegma
Copper-Nickel-Cobalt deposit south of Fermont, Quebec, as well as for general corporate purposes.
No common shares or any other securities of Avidian were issued pursuant to the Offering.
The Company reminds shareholders that following the approval of shareholders at the special meeting of
shareholders held on September 7 th, 2021, the Company anticipates it will distribute approximately
9,360,852 High T ide common shares (the “ Distribution”) to coincide with the Listing , which is
approximately 30% of the total number of High Tide common shares the Company holds. Following the
Distribution and assuming (i) the exchange of the Subscription Receipts for Units and, (ii) the issuance of
the Broker Warrants, Avidian will hold 21,841,990 High Tide common shares, representing 36.98% of
High Tide’s common shares on a fully-diluted basis.
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The Distribution will be distributed to Avidian shareholders of record on the date that is five (5) days after
the board of directors of Avidian (the “ Board”) resolves to implement the Distribution (the “ Record
Date”). The Board anticipates the Record Date to be shortly after receiv ing approval from the regulatory
authorities to set the Record Date, which the Company expects to occur in the near future. The Company
reminds shareholders that the Distribution is contingent on High Tide completing the Listing.
Certain directors, officers and other insiders (collectively, the “ Insiders”) of High Tide and Avidian
subscribed in the Offering for an aggregate of 201,666 Subscription Receipts and the participation of the
Insiders in the Offering constitutes a “related party t ransaction” within the meaning of TSX Venture
Exchange Policy 5.9 and Multilateral Instrument 61 -101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company is relying on an exemption from the formal valuation
and minor ity shareholder approval requirements of MI 61 -101 pursuant to section 5.5(a) and section
5.7(1)(a), as the fair market value of the Insiders participation is not more than 25% of the Company’s
market capitalization.
The Offering is subject to certain clo sing condition including, but not limited to, the Escrow Release
Condition and the receipt of any necessary approvals including the approval of the TSX Venture Exchange
and the securities regulatory authorities. All securities issued in connection with the closing of the Offering
are subject to a hold period that is four (4) months and a day after the later of (i) the date the securities were
distributed, and (ii) the date the issuer becomes a reporting issuer in any Province or Territory.
The securities o ffered in the Offering 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 U.S. state securities laws, and may
not be offered or sold in the United States or to, or for the account or benefit of, United States persons,
absent registration or any applicable exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This news release does not constitute an offer to sel l or the
solicitation of any offer to buy securities in the United States, nor in any other jurisdiction.
About Avidian Gold Corp.
Avidian brings a disciplined and veteran team of project managers together with a focus on advanced stage
gold exploration projects in Alaska. Avidian’s Golden Zone project 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). * 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. *Technical Report on the Golden Zone Property, August 17, 2017, L.
McGarry P.Geo & I.. Trinder P.Geo, A.C.A Howe International Ltd.
High Tide is a private corporation that 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 kilometres southeast of Fermont Quebec.
Further details on the Co mpany and the individual projects, including the NI 43 -101 technical reports on
the Golden Zone property and Labrador West Iron property can be found on the Co mpany’s website at
www.avidiangold.com.
For further information, please contact:
Steve Roebuck
President & CEO
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Mobile: (905) 741-5458
Email: [email protected]
or
Dino Titaro
Director, Vice-Chairman
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 Releas e includes certain "forward -looking statements" which are not comprised of historical
facts including statements regarding the Distribution, the Listing , the Offering and the Record Date .
Forward-looking statements include estimates and statements that des cribe 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 statement s 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 includes,
but is not limited to, the Company’s objectives, go als or future plans, statements, exploration results,
potential mineralization, the estimation of mineral resources, exploration and mine development plans, the
setting of the Record Date, the completion of the Listing and the Distribution, 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 limit ed to: 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 foregoing, 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 SED AR. 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 date 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.