Angold Announces Revised Terms FOR Private Placement
ANGOLD ANNOUNCES REVISED TERMS FOR PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – February 24, 2023 – Angold Resources Ltd. (TSXV:AAU)
(OTCQB:AAUGF) (Frankfurt:13L) (“Angold” or the “Company”) announces that it has elected to revise
the pricing of its ongoing non-brokered private placement (the “ Offering”). The Company will now
offer up to 1 2,500,000 common shares of the C ompany at a price of $0.02 for aggregate gross
proceeds of up to $250,000.
All securities issued in connection with the Offering will be subject to a four month hold period under
Canadian securities laws. At this time, the Company does not propose to make any payments to
related parties, and none of the proceeds from the Offering will be used for investor relations
activities. The proceeds from the Offering will be used for financing existing operations and future
geological work on the Company’s projects. One-half of the funds raised are expected to be used for
general and administrative expenses with the balance to be used for exploration and property
maintenance.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United
States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
qualification or registration under the securities laws of such jurisdiction. The securities being offered
have not been, nor will they be, registered under the United States Securities Act of 1933, as amended,
and such securities may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration
requirements and applicable U.S. state securities laws.
Related parties of the Company may participate in the Offering , although the extent of their
participation is undetermined at this time. To the extent the Offering constitutes a “related party
transaction” within the meaning of Multilateral Instrument 61 -101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”), the issuance to related parties will be exempt from the
valuation requirement of MI 61 -101 by virtue of the exempti on contained in section 5.5(b) as the
Company’s shares are not listed on a specified market. The issuance to related parties is expected to
be exempt from the minority shareholder approval requirements of MI 61 -101 by virtue of the
exemption contained in section 5.7(a) of MI 61-101, in that the fair market value of the consideration
of the securities issued to the related parties is not expected to exceed 25% of the Company’s market
capitalization.
About Angold Resources Ltd.
Angold is an exploration and development company targeting large-scale mineral systems in proven
gold districts in Chile, Nevada, Oregon and Ontario.
ON BEHALF OF THE BOARD OF ANGOLD RESOURCES LTD.
"Galen McNamara"
Chairman and Interim CEO
Further information on Angold can be found on the Company's website at www.angoldresources.com
and at www.sedar.com, or by contacting the Company by email at [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Statements: This news release contains forward -looking statements and forward-
looking information within the meaning of applicable securities laws. These statements relate to future
events or future performance and include expectations regarding the intended use of proceeds from
the Offering . All statements other than statements of historical fact may be forward -looking
statements or information. Forward-looking statements and info rmation are often, but not always,
identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate",
"approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could",
"might", "s hould", "believe", "would" and similar expressions. Forward-looking statements and
information are provided for the purpose of providing information about the current expectations and
plans of management of the Company relating to the future. Readers are c autioned that reliance on
such statements and information may not be appropriate for other purposes, such as making
investment decisions. Since forward-looking statements and information address future events and
conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of factors and risks. Accordingly, readers
should not place undue reliance on the forward- looking statements, timelines and information
contained in this news release. Forward-looking information are based on management of the parties’
reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such
management’s experience and perception of trends, curre nt conditions and expected developments,
and other factors that management believes are relevant and reasonable in the circumstances, but
which may prove to be incorrect.
The Company undertakes no obligation to update forward-looking information except as required by
applicable law. Such forward-looking information represents management’s best judgment based on
information currently available. No forward-looking statement can be guaranteed and actual future
results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-
looking statements or information.