Alerio Gold Enters into Loan Agreement
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Alerio Gold Enters into Loan Agreement
Vancouver, British Columbia – June 30, 2023 – Alerio Gold Corp. (the “Company”) (ALE: CSE)
announces that, further to its June 23, 2023 news release, it has entered into a loan agreement (the
“Loan Agreement”) whereby the Company has borrowed $200,000 (the “Loan”) from Ray Van
Empel, a non-arm’s length party (the “Lender”). The Company intends to use the proceeds from
the Loan to pay existing outstanding payables.
Under the terms of the Loan Agreement, the Loan bears no interest and will mature 90 days from
the date of issuance, upon which the Company will be required to repay the Loan as well as a
$40,000 fee to the Lender. The Lender also received, as consideration for the Loan, 3,000,000
common share purchase warrants (the “Warrants”), each having an exercise price of $0.05 and
expiring 36 months from the date of issuance.
The Loan Agreement and issuance of the Warrants constituted a related party transaction within
the meaning of Multilateral Instrument 61-101 (“MI 61-101”) as the Lender is an insider of the
Company. 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 Loan 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, which the Company
deemed reasonable in the circumstances in order to complete the transaction in an expeditious
manner.
The securities referenced in this news release have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and
may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent
registration or an applicable exemption from the registration requirements. This news release does
not constitute an offer to sell or a solicitation to buy such securities in the United States
About Alerio Gold Corp.
Alerio Gold Corp. is a mineral exploration and development company in the business of acquiring,
exploring, and developing natural resource properties, with a focus in Guyana, South America. The
company currently has 100% interest in three gold properties located in Guyana including the
advanced exploration Tassawini Gold Project.
1387-7658-1891, v. 2
ON BEHALF OF THE BOARD OF DIRECTORS
“Geoff Balderson”
Geoff Balderson, CFO
For further information, please contact:
Geoff Balderson
Chief Financial Officer, Secretary, and Director
Telephone: 604-602-0001
Email: [email protected]
Forward-Looking Information
This news release contains certain forward-looking statements that are “forward looking information”
within the meaning of applicable securities laws. All statements that are not historical facts, including
without limitation, statements regarding future estimates, plans, programs, forecasts, projections,
objectives, assumptions, expectations or beliefs of future performance, including statements respecting the
expected use of proceeds from the Loan are "forward-looking information". These forward-looking
statements reflect the expectations or beliefs of management of the Company based on information
currently available to it. Forward-looking statements are subject to a number of risks and uncertainties,
including those detailed from time to time in filings made by the Company with securities regulatory
authorities, which may cause actual outcomes to differ materially from those discussed in the forward-
looking statements. These factors should be considered carefully and readers are cautioned not to place
undue reliance on such forward-looking statements. The forward-looking statements and information
contained in this news release are made as of the date hereof and the Company 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 applicable securities laws.
The CSE nor its market regulator does not accept responsibility for the adequacy or accuracy of this news
release. The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved
nor disapproved the contents of this news release.