Lahontan GOLD Announces Closing of Upsized Brokered Private Placement of Units
217 Queen Street West, Suite 401, Toronto, ON M5V 0R2 www.lahontangoldcorp.com
NEWS RELEASE TSX.V LG, OTCQB LGCXF
LAHONTAN GOLD ANNOUNCES CLOSING OF UPSIZED BROKERED PRIVATE
PLACEMENT OF UNITS
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
TORONTO, ON, February 28, 2023 – Lahontan Gold Corp. (TSXV:LG, OTCQB:LGCXF) (the
"Company" or "Lahontan") is pleased to announce that, further to its press releases of February 8, 2023
and February 14, 2023, it has completed its previously announced brokered private placement through the
issuance of 27,857,400 units (the "Units") at a price of $0.11 (the "Issue Price") per Unit for gross proceeds
of $3,064,314 (the "Offering"), which includes the exercise of the agents’ option.
The Offering was conducted pursuant to the terms and conditions of an agency agreement entered into by
the Company, Beacon Securities Limited ( "Beacon") as lead agent and sole bookrunner , and Canaccord
Genuity Corp. (together with Beacon, the "Agents").
Each Unit is comprised of one common share in the capital of the Company (each, a "Unit Share") and
one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is
exercisable to acquire one common share (a "Warrant Share") until February 28, 2026 at a price of $0.18
per Warrant Share.
As consideration for services provided by the Agents in connection with the Offering, the Company: (i)
paid a cash commission in the amount of approximately $193,514 being equal to 7% of the proceeds of the
Offering (except, with respect to certain purchasers on a “President’s List”, the commission being equal to
3.5%); and (ii) issued 1,750,168 non-transferrable compensation warrants (the "Compensation
Warrants") being equal to 7% of the number of Units issued under the Offering (except, with respect to
certain purchasers on a “President’s List”, the commission being equal to 3.5%); . Each Compensation
Warrant is exercisable to acquire one common share at the Issue Price until February 28, 2026.
The securities issued in connection with the Offering are subject to a four-month hold period from the date
of closing of the Offering in addition to any other restrictions under applicable law. The net proceeds from
the Offering will be used for: (i) exploration expenditures on the Company’s Santa Fe, Nevada pr operty;
and (ii) working capital and general corporate purposes . The Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX
Venture Exchange.
Kimberly Ann, Founder, CEO, and President of Lahontan Gold Corp commented: "Lahontan is pleased to
close this upsized private placement and would like to thank Beacon and Canaccord Genuity Corp for their
hard work in completing the placement. The Company looks forward to the resumption of oxide resource
expansion drilling at the Santa Fe Mine and our continued rapid progress with the project."
The Offering constituted a related party transaction 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") as an insider of the Company subscribed for 455,000 Units pursuant to the Offering. The
217 Queen Street West, Suite 401, Toronto, ON M5V 0R2 www.lahontangoldcorp.com
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 Company is not listed on a
specified market and the fair market value of the participation in the Offering by the insider does not exceed
25% of the market capitalization of the Company 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
of the Offering, which the Company deems reasonable in the circumstances in order to complete the
Offering in an expeditious manner.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an app licable exemption from the
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 any State in which such offer, solicitation or
sale would be unlawful.
About Lahontan Gold Corp:
Lahontan Gold Corp. is a Canadian mineral exploration company that holds, through its US subsidiaries,
three top -tier gold and silver exploration properties in the Walker Lane of mining friendly Nevada.
Lahontan’s flagship property, the 1 9 km2 Santa Fe Mine, is a past producing gold and silver mine that
utilized heap-leach processing (past production of 345,000 ounces of gold and 71 1,000 ounces of silver
between 1988 and 1995; Nevada Bureau of Mines and G eology, 199 5). The Santa Fe Mine has an
Indicated Mineral Resource of 1,11 2,000 oz A u Eq (grading 1.14 g/t Au Eq) and an Inferred Mineral
Resource of 544,000 oz Au Eq (grading 1.00 g/t Au Eq), all pit constrained (please see Lahontan press
release dated Ja nuary 17, 2023) . The Company plans to continue to aggressively explore the entire
property during 2023 and begin the process of evaluating development scenarios to bring the Santa Fe
Mine back into production. Quentin J. Browne, P.Geo., Consulting Geologist to Lahontan Gold Corp., is
the Qualified Person for the Company and approved the technical content of this news release. For more
information, please visit our website: www.lahontangoldcorp.com
On behalf of the Board of Directors
Kimberly Ann
Founder, CEO, President, and Director
FOR FURTHER INFORMATION, PLEASE CONTACT:
Lahontan Gold Corp.
Kimberly Ann
Founder, Chief Executive Officer, President, Director
Phone: 1-530-414-4400
Email:
Website: www.lahontangoldcorp.com
Cautionary Note Regarding Forward-Looking Statements:
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
217 Queen Street West, Suite 401, Toronto, ON M5V 0R2 www.lahontangoldcorp.com
Except for statements of historic fact, this news release contains certain "forward-looking information" within the
meaning of applicable securities law. Forward -looking information is frequently characterized by words such as
"plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that
certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and
estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors
that could cause actual events or results to differ materially from those anticipated in the forward-looking statements
including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSXV. There
are uncertainties inherent in forward -looking information, including factors beyond the Company’s control. The
Company undertakes no obligation to update forward -looking information if circumstances or management's
estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance
on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial
results is contained in the Company’s filings with Canadia n securities regulators, which filings are available at
www.sedar.com