GFG Closes Oversubscribed Private Placement of C$3.1 Million
Media Release
Release: Immediate
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE S
GFG Closes Oversubscribed Private Placement of C$3.1
Million
November 30, 2021, Saskatoon, Saskatchewan, Canada: GFG Resources Inc. (TSX-V: GFG)
(OTCQB: GFGSF) (“GFG” or the “Company”) announces that it has closed the oversubscribed,
private placement financing (the “Offering”) (see news release dated November 9, 2021) for gross
proceeds of C$3,114,653.
Pursuant to the Offering , the Company issued (i) 6,501,514 units of the Company (“Units”) at a
price of C$0.145 per Unit for gross proceeds of C$942,719 ; (ii) 6,261,676 common shares of the
Company that will qualify as "flow -through shares" for the purposes of the Income Tax Act
(Canada) (“FT Shares”) at a price of C$0.17 per FT Share for gross proceeds of C$1,064,484 ; and
(iii) 5,350,000 premium units of the Company (“Premium Units”) at a price of C$0.207 per
Premium Unit for gross proceeds of C$1,107,450 .
Each Unit consist s of one common share of the Company (which shall not be a “flow -through
share”) and one- half of one share purchase warrant, with each whole share purchase warrant (a
“Warrant”) entitling the holder thereof to acquire one additional common share of the Company
(which shall not be a “flow-through share”) at an exercise price of C$0.22 for a period of 24 months
from the date of issuance. Each Premium Unit consist s of one FT Share (a “Premium FT Share”)
and one-half of one Warrant.
“The Company is pleased to close th e oversubscribed financing and grateful for the continued
support from our existing and new owners,” stated Brian Skanderbeg, President and CEO of GFG.
“With the financing complete , we are well positioned to continue our aggressive exploration
approach to advance both our Ontario and Wyoming gold projects. In 2021, we have made several
strategic moves that have significantly reduced our exploration risk and I am confident that we will
be able to provide on-going catalysts that have the potential to create significant shareholder value.”
The gross proceeds raised from the sale of the FT Shares and Premium Units will be used for
exploration activities in Ontario that will qualify as “Canadian Exploration Expenses” (within the
meaning of the Income Tax Act (Canada)). The net proceeds raised from the sale of the Units and
will be used for exploration activities on the Company’s projects in Ontario as well as for general
working capital purposes.
If during the exercise period of the Warrants, but after the resale restrictions on the common shares
have expired, the closing price of the c ommon shares is at a price equal to or greater than C $0.36
for a period of 10 consecutive trading days, GFG will have the right to accelerate the expiry date
of the Warrants by giving notice, via a new release, to the holders of the Warrants that the Warrants
will expire on the date that is 30 days after the issuance of said news release.
The shares issued in the Off ering are subject to a hold period and may not be traded until March
31, 2022 except as permitted by applicable securities legislation and the rules and policies of the
TSX Venture Exchange.
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Related Party Transaction
In connection with the Offering, Messrs. Brian Skanderbeg the CEO and a director of the Company,
Richard Johnson, the CFO of the Company, Patrick Downey, Chair of the Company, Brian Booth,
a director of the Company , and Arnold Klassen a director of the Company (collectively the
“Insiders”) have purchased a total of 941,448 Units and 553,294 FT Shares. Insiders’ participation
in the Offering constitutes a "related party transaction" pursuant to 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 requirements of MI 61- 101 available on the
basis of the Company not being listed on specified stock exchanges, including the Toronto Stock
Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ and
certain overseas exchanges. The Company is also relying on the exemption from minority
shareholder approval requirements under MI 61- 101, as the fair market value of the insiders’
participation in the Offering does not exceed 25% of the market capitalization of the Company, as
determined in accordance with MI 61-101.
In connection with the Offering, the Company paid cash finder's fees on portions of the Offering
totaling C$7,833.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualificati on under the securities laws of
such jurisdiction. The securities 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 state securities
laws, and may not be offered or sold within the United States unless an exemption from such
registration is available.
About GFG Resources Inc.
GFG is a North American precious metals exploration company focused on district scale gold
projects in tier one mining jurisdictions, Ontario and Wyoming. In Ontario, the Company operates
the Montclerg, Pen and Dore gold projects, each large and highly prospective gold properties within
the prolific gold district of Timmins, Ontario, Canada. The projects have similar geological settings
that host most of the gold deposits found in the Timmins Gold Camp which have produced over 70
million ounces of gold. The Company also owns 100% of the Rattlesnake Hills Gold Project, a
district scale gold exploration project located approximately 100 kilometres southwest of Casper,
Wyoming, U.S. In Wyoming, the Company has partnered with Group 11 through an option and
earn-in agreement to advance the Company’s Rattlesnake Hills Gold Project with a technology that
could revolutionize the gold mining industry. The geologic setting, alteration and mineralizati on
seen in the Rattlesnake Hills are similar to other gold deposits of the Rocky Mountain alkaline
province which, collectively, have produced over 50 million ounces of gold.
For further information, please contact:
GFG Resources Inc.
Brian Skanderbeg, President & CEO
or
Marc Lepage, Vice President, Business Development
Phone: (306) 931-0930
Email: [email protected]
Website: www.gfgresources.com
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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.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
All statements, other than statements of historical fact, contained in this news release constitute “forward -looking information” within
the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995 (referred to herein as “forward-looking statements”). Forward-looking statements include, but
are not limited to, disclosure regarding the completion of the Offering and potential gross proceeds to be raised pursuant thereto, the
receipt of all applicable regulatory approvals, the prospective nature of the Company’s property interests, exploration plans and expected
results, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; planned
use of proceeds, expenditures and budgets and the execution thereof. Generally, these forward-looking statements can be identified by
the use of forward -looking terminology such as “plans”, “expects” or “d oes not expect”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or the negative connotation thereof or variations
of such words and phrases or state that certain actions, events or results, “may”, “could”, “would”, “will”, “might” or “will be taken”,
“occur” or “be achieved” or the negative connotation thereof.
All forward -looking statements are based on various assumptions, including, without limitation, the expectations a nd beliefs of
management, the receipt of applicable regulatory approvals. availability of financing, the assumed long -term price of gold, that the
current exploration and other objectives concerning its mineral projects can be achieved and that its other c orporate activities will
proceed as expected; that the current price and demand for gold will be sustained or will improve; the continuity of the price of gold and
other metals, economic and political conditions and operations ; the prospective nature of th e Company’s properties, and that general
business and economic conditions will not change in a materially adverse manner.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results ,
level of activity, performance or achievements of GFG to be materially different from those expressed or implied by such forw ard-
looking statements, including but not limited to: risks and uncertainties related to the completion of the Offering as presently proposed
or at all, the failure to obtain all applicable regulatory approvals; actual results of current exploration activities; environmental risks;
future prices of gold; operating risks; accidents, labour issues and other risks of the mining industr y; delays in obtaining government
approvals or financing; and other risks and uncertainties. These risks and uncertainties are not, and should not be construe d as being,
exhaustive.
Although GFG has attempted to identify important factors that could ca use actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be
no assurance that such statements will prove to be accu rate, as actual results and future events could differ materially from those
anticipated in such statements. In addition, forward -looking statements are provided solely for the purpose of providing information
about management’s current expectations and p lans and allowing investors and others to get a better understanding of our operating
environment. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements in this news release are made as of the date hereof and GFG assume no obligation to update any forward -
looking statements, except as required by applicable laws.