Gossan Completes $396,000 Private Placement
Gossan Completes $396,000 Private
Placement
Winnipeg, Manitoba--(Newsfile Corp. - February 24, 2021) -
Gossan Resources Limited
(TSXV:
GSS) (FSE: GSR) (Xetra: GSR) (the "
Company
") has completed a non-brokered private placement
offering (the "
Offering
") of 6,600,000 units ("
Units
") of the Company at a purchase price of $0.06 per
Unit, for aggregate gross proceeds of $396,000. Each Unit consists of one common share ("
Common
Share
") in the capital of the Company and one Common Share purchase warrant (a "
Warrant
") of the
Company. Each Warrant is exercisable to acquire one Common Share at a price of $0.08 until
December 21, 2021; and thereafter, at a price of $0.12 until expiry on December 21, 2022.
The net proceeds from the Offering will be used for general corporate and working capital purposes.
All
securities issued in connection with the Offering are subject to a statutory hold period of four months and
one day from the closing date, expiring on June 25, 2021.
The offering is subject to receipt of final
acceptance of the TSX Venture Exchange.
The Offering constituted a "related party transaction" as such term is defined by Multilateral Instrument
61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
") as a certain
director of the Company, subscribed for an aggregate of 100,000 Units pursuant to the Offering.
Prior to
the completion of the Offering, the director held, directly or indirectly, 275,000 Common Shares of the
Company and 350,000 stock options of the Company, representing approximately 0.82% of the
Company's issued and outstanding Common Shares on a non-diluted basis and approximately 0.91% of
the Company's issued and outstanding Common Shares on a partially diluted basis. Upon completion of
the Offering, the director now beneficially owns and controls, directly or indirectly, 375,000 Common
Shares, 100,000 Warrants and 350,000 stock options, representing approximately 0.80% of the
Company's issued and outstanding Common Shares on a non-diluted basis and approximately 1.74% of
the Company's issued and outstanding Common Shares on a partially diluted basis. The Company is
relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-
101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation
in the Offering by the director does not exceed 25% of the market capitalization of the Company, as
determined in accordance with MI 61-101.
The Company did not file a material change report in respect
of the related party transaction at least 21 days before the closing of the Offering, which the Company
deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
As consideration for introducing certain purchasers of Units to the Company, the Company paid an
eligible person (the "
Finder
") a cash commission of $17,064, being equal to 6% of the aggregate gross
proceeds of the Offering with respect to the subscribers introduced to the Company by such Finder. In
addition, the Company issued an aggregate of 284,400 finder warrants (the "
Finder Warrants
") to the
Finder, being equal to 6% of the aggregate number of Units sold under the Offering attributable to the
Finder. Each Finder Warrant entitles the holder thereof to acquire one Common Share at a price of
$0.08 per Common Share until expiry on December 21, 2022.
The securities issued pursuant to the Offering have not been, nor will they be, registered under the United
States
Securities Act of 1933,
as amended, and may not be offered or sold in the United states or to, or
for the account or benefit of, U.S. persons absent registration or an applicable exemption from the
registration requirements. This news 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 any jurisdiction in which such offer, solicitation
or sale would be unlawful.
Gossan Resources Limited continues to seek new financeable resource projects in Newfoundland,
Manitoba, Ontario, and throughout North America. The Company is launching a new gold initiative with
the acquisition of the 9,050-hectare Gander Gold Property in Newfoundland which was recently
expanded to 10,950 hectares, and now, the 975-hectare Weir Pond and 1,050-hectare Island Pond
Properties.
The Company holds a broadly diversified portfolio of multi-element properties prospective
for hosting gold, base metals and platinum group elements, as well as specialty "green-battery metals",
vanadium, titanium, tantalum, lithium and chromium. Gossan also has a deposit of high-purity,
magnesium-rich dolomite, and holds advance and production royalty interests in a high-purity silica sand
deposit. All of Gossan's mineral exploration and development properties are located in Manitoba,
Northwestern Ontario and now, Newfoundland. The Company's most recent focus is the exploration of its
Sturgeon Lake Property, located in the zinc-copper-silver rich polymetallic Sturgeon Lake Greenstone
Belt of Northwestern Ontario. The Company trades on the TSX Venture and the Frankfurt/Freiverkehr &
Xetra Exchanges and currently has 46,856,400 common shares outstanding.
For further information, please bookmark
www.gossan.ca
or contact:
Douglas Reeson, Chairman & CFO
Gossan Resources Limited
E-Mail:
Kathy Ringland, Office Manager
Tel : (204) 943-1990
Cautionary Statement on Forward-Looking Information
Neither the TSX Venture Exchange ("TSXV") nor its Regulation Services Provider (as that term is
defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
No stock exchange, securities commission or other regulatory authority has approved or disapproved
the information contained herein. This news release contains forward-looking information which is not
comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors
that 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, uncertainty over the outcome of any litigious matters, the
Company's objectives, goals or future plans, statements regarding exploration results and exploration
plans. Factors that could cause actual results to differ materially from such forward-looking information
include, but are not limited to, capital and operating costs varying significantly from estimates, the
preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required
governmental, environmental or other project approvals, uncertainties relating to the availability and costs
of financing needed in the future, changes in equity markets, inflation, fluctuations in commodity prices,
delays in the development of projects 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 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/75428