Grande Portage Announces First Closing of Non-Brokered Private Placement Pursuant to the Listed Issuer Financing Exemption
Not for distribution to United States newswire services or for dissemination in the United States.
Grande Portage Announces First Closing of Non-Brokered Private Placement
Pursuant to the Listed Issuer Financing Exemption
Vancouver, British Columbia — November 13, 2024 – Grande Portage Resources Ltd. (TSXV:
GPG) (OTCQB: GPTRF) (FSE: GPB) (" Grande Portage " or the " Company") is pleased to
announce that it has completed a first closing of its non-brokered private placement previously
announced on October 30, 2024 for the sale of 3,470,000 units (each, a " Unit") at a price of
C$0.30 per Unit for aggregate gross proceeds of C $1,041,000 (the "Offering"). The Offering is
being carried out pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions –
Listed Issuer Financing Exemption (the "LIFE Exemption") to purchasers resident in Canada,
and in jurisdictions outside of Canada in compliance with the applicable securities laws of those
jurisdictions. The Company has an offering document (the "Offering Document") related to the
Offering that can be accessed under Grande Portage’s profile at www.sedarplus.ca and on the
Company's website at https://grandeportage.com. Except for one US accredited investor, a ll
other investors participating in the first closing subscribed for Units under the LIFE Exemption ,
and the Units issued pursuant to the LIFE Exemption are not subject to any statutory hold period
in Canada . However, the Units issued to the US accredited investor are subject to Rule 144
resale restrictions under applicable US securities laws and will bear a legend to that effect.
Each Unit consist s of one common share in the capital of the Company (each, a " Common
Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle
the holder thereof to acquire one additional Common Share at an exercise price of C$0. 45 per
Common Share until November 13, 2026.
One director of the Company (the " Insider") participated in the first closing of the Offering.
Participation by the Insider in the Offering is considered a "related party transaction" pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation or
minority shareholder approval in connection with the Insider’ s participation in the first closing of
the Offering in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company did not file a
material change report in respect of the transaction 21 days in advance of closing of this private
placement because the Insider’s participation had not been confirmed at that time. The shorter
period was necessary in order to permit this private placement to close in a timeframe consistent
with usual market practice for transactions of this nature.
Red Cloud Securities Inc., Canaccord Genuity Corp., and Ventum Financial Corp. (the "Finders")
acted as the finders for the Company in re spect of the Offering on a best efforts basis . As
compensation for their services in connection with the first closing, the Finders received total cash
compensation of C$70,770, and the Finders were also issued non-transferable share purchase
warrants (the "Finders Warrants") which entitle the Finders to acquire up to 235,900 Common
Shares at an exercise price of $0.30 per share any time until November 13, 2026.
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Grande Portage intends to use the net proceeds of the Offering for furthering the exploration and
development of its new Amalga project in Alaska, as well as general working capital purposes.
The Offering may close in multiple tranches with the final closing to occur no later than December
16, 2024. The Offering is subject to certain conditions including, but not limited to, receipt of all
necessary approvals including the acceptance of the TSX Venture Exchange.
The securities issued pursuant to the Offering have not, nor will they be registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons i n the absence of U.S.
registration or an applicable exemption from the U.S. registration requirements. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in the Unit ed States or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Grande Portage:
Grande Portage is a publicly traded mineral exploration company focused on the New Amalga
Gold project (formerly the Herbert Gold project) situated approximately 25 km north of Juneau,
Alaska. The Company holds a 100% interest in the New Amalga property. The New Amalga Gold
project is open to length and depth and is host to at least six main composite vein-fault structures
that contain ribbon structure quartz -sulfide veins. The project lies prominently within the 160km
long Juneau Gold Belt, which has produced over seven million ounces of gold.
The Company's updated NI 43-101 Mineral Resource estimate reported at a base case mineral
resources cut -off grade of 2.5 grams per tonne gold (g/t Au) and consists of: an Indicated
Resource of 1,438,500 ounces of gold at an average grade of 9.47 g/t Au (4,726,000 tonnes);
and an Inferred Resource of 515,700 ounces of gold at an average grade of 8.85 g/t Au (1,813,000
tonnes), as well as an Indicated Resource of 891,600 ounces of silver at an average grade of
5.86 g/t Ag (4,726,000 tonnes); and an Inferred R esource of 390,600 ounces of silver at an
average grade of 7.33 g/t silver (1,813,000 tonnes).
ON BEHALF OF THE BOARD
"Ian Klassen"
Ian M. Klassen
President & Chief Executive Officer
Tel: (604) 899-0106
Email: [email protected]
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "forward -looking statements" under applicable Canadian
securities legislation. 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 forw ard-looking statements are based on assumptions and
address future events and conditions, by their very nature they involve inherent risks and
uncertainties as described in the Company's filings with Canadian securities regulators. There
can be no assurance that such statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward -looking statements. The Company disclai ms 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.
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NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS
THAT TERM IS DEFINED UNDER THE POLICIES OF THE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE