Bullion GOLD Completes Private Placement
NEWS RELEASE TSX.V: BGD
BULLION GOLD COMPLETES PRIVATE PLACEMENT
January 3, 2025 - Montréal, Québec – Bullion Gold Resources Corp. (TSX-V: BGD) (“Bullion Gold” or
the “Corporation”) announces that it has closed a private placement (the "Offer ing"), pursuant to which it
has issued 4,910,000 units of common stock (the "Units") of the Company at a price of $0.05 per unit and
2,899,285 units of flow-through shares (the “Flow -Through Units”) at a price of $0.0 7, for gross proceeds
of $448,450.
Each unit consists of one common share and one common share purchase warrant, each warrant entitling
its holder to purchase one additional common share in the capital of the Company for a period of 36 months
from the closing date of the private placement, at a purchase price of $0.08 per common share. Each Flow-
Through Unit is comprised of one Flow-Through Share and one-half common share purchase warrant (each
whole, a "Warrant"), each Warrant entitlin g its holder to purchase one additional Common Share in the
capital of the Company for a period of 12 months from the closing date of the private placement, at a
purchase price of $0.10 per common share.
Related Party Transaction
Three insiders of the Corporation subscribed for a total of 760,000 Units and 650 Flow-Through Units under
the Offering, which is a "related party transaction" within the meaning of Multilateral Instrument 61 -101
Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuances to the insider
are exempt from the valuation requi rement of MI 61 -101 by virtue of the exemption contained in section
5.5(b) as the Corporation's shares are not listed on a specified market and from the min ority shareholder
approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61 -101 in
that the fair market value of the consideration of the securities issued to the related party did not exceed
25% of the Corporation's market capitalization. The Corporation did not file a material change report more
than 21 days before the expected closing of the Offering as the details of the Offering and the participation
therein by related parties of the Corporation were not settled until shortly prior to closing and the Corporation
wished to close on an expedited basis for sound business reasons.
In connection with the Offer ing, the Company paid a finder's fee of 7% in cash ($5,915 total) and issued
84,500 finder's warrants total (“Finder's Warrants”) to 2 intermediaries. Each finder's warrant is exercisable
to acquire one additional common share at a price of $0.0 5 per warrant for a period of 36 months from
issuance.
All securities issued pursuant to the Offering will be subject to a hold period of four (4) months and one day
ending on April 24, 2025. The placement is subject to final approval by the TSX Venture Exchange.
Early Warning Disclosure
Jean-David Moore, a director of the Company, will file an early warning report as required by applicable
Canadian securities laws following the acquisition of shares of the Company under the Offer.
Immediately prior to the closing of the Offer, Mr. Moore beneficially owned 5,632,000 common shares of
the Company and 150,000 convertible securities. Following the closing of the Offer, Mr. Moore beneficially
owns or otherwise exercises control or directi on over 6,632,000 common shares of the Company and
650,000 convertible securities, representing 9.91% of the Company’s issued and outstanding shares as of
January 3, 2024, on a non -diluted basis, and representing 10.88% of the Company’s issued and
outstanding shares as of January 3, 2024, on a partially di luted basis, triggering the early warning report
filing.
The shares acquired by Mr. Moore are for investment purposes. Mr. Moore’s future holdings in the securities
of the Company may increase or decrease in accordance with applicable securities laws and based on
various factors he may deem appropriate, includin g but not limited to Mr. Moore’s investment criteria,
market conditions, and other relevant circumstances.
Additional information regarding the foregoing matters will be available in the early warning reports filed
under the Company’s profile on www.sedarplus.ca.
About Bullion Gold Resources
Bullion Gold is involved in the identification, exploration, and development of viable mineral properties in
the Province Quebec and British Columbia. For more information on the Corporation, visit
www.bulliongold.ca
For further information, please contact:
Jonathan Hamel
President and CEO
Other Information
The TSX Venture Exchange and its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts no responsibility for the veracity or accuracy of its content.
Forward-Looking Statements: This press release contains forward-looking statements. Forward-looking statements are frequently
characterized by words such as "plan", "expect", "project", "intend", "believe", “anticipate", "estimate", "may", "will", "would", "potential",
"proposed" an d other similar words, or statements that certain events or conditions "may" or "will" occur. The forward -looking
statements are based on certain key expectations and assumptions made by the Corporation. Although Bullion Gold believes that the
expectations and assumptions on which the forward -looking statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because Bullion Gold can give no assurance that they will prove to be correct. Since forward-
looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a number of factors and risks. In addition to other risks that may
affect the forward-looking statements in this press release are those set out in the Corporation’s management discussion and analysis
of the financial condition and results of operations for the year ended December 31, 2023 and the third quarter ended September 30,
2024, which are available on the Corporation’s profile at www.sedar.com. The forward -looking statements contained in this press
release are made as of the date hereof and Bullion Gold undertakes no obligation to update publicly or revise any forward -looking
statements or information, whether as a result of new information, future events or otherwise, unless so required by applicab le
securities laws.
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CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.