Company Announces Intention to Enter into Loan Agreement
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Alerio Gold Announces Intention to Enter into Loan Agreement
Vancouver, British Columbia – June 23, 2023 – Alerio Gold Corp. (the “Company”) (ALE: CSE)
announces that it intends to enter into a loan agreement (the “Loan Agreement”) whereby the
Company borrows $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 will bear 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 will also receive, 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 will constitute 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 will not file a material change report in
respect of the related party transaction at least 21 days before the closing, which the Company
deems 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.
1407-2221-4659, 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
terms of the Loan Agreement, including the amounts and terms of the Loan, the issuance and terms of the
Warrants and 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.