Maple GOLD Announces $5 Million Brokered Private Placement
600 -1111 West Hastings Street O: +1 (647) 266 -8688
Vancouver, BC, V6E 2J3 E: [email protected]
Canada W: maplegoldmines.com
TSX.V : MGM
PRESS RELEASE
November 4, 2024
MAPLE GOLD ANNOUNCES $5 MILLION BROKERED PRIVATE PLACEMENT
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR
DISSEMINATION IN THE UNITED STATES
Vancouver, BC – (Newsfile Corp. – November 4, 2024) – Maple Gold Mines Ltd. (TSX-V:
MGM) (" Maple Gold " or the " Company ") is pleased to announce that that it has entered into an
agreement with Beacon Securities Limited (" Beacon ") to act as sole lead agent and bookrunner, on
behalf of a syndicate of agents to be formed (together with Beacon, the "Agents "), in connection with
a "best efforts" private placement offering of a combination of non-flow-through units of the Company
(the "NFT Units ") at a price of $0.065 per NFT Unit (the "NFT Issue Price ") and flow-through common
shares of the Company (the "FT Shares ", and together with the NFT Units, the "Offered Securities ")
at a price of $0.08 per FT Share (the "FT Issue Price ") for total gross proceeds to the Company of up
to $5,000,000 (the "Offering ").
Each NFT Unit will consist of one common share of the Company and one-half of one common share
purchase warrant of the Company (each whole common share purchase warrant, a "Warrant "). Each
Warrant will entitle the holder thereof to acquire one non-flow-through common share of the Company
(a "Warrant Share ") at a price per Warrant Share of $0.10 for a period of 36 months from the closing
of the Offering.
Each FT Share shall qualify as a “flow-through share” for the purposes of the Income Tax Act (Canada)
(the "Tax Act ").
The Offered Securities will be offered pursuant to Part 5A (the "Listed Issuer Financing Exemption ")
of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106 ") to purchasers resident in
Canada, and in other qualifying jurisdictions outsi de of Canada that are mutually agreed to by the
Company and Beacon pursuant to relevant prospectus or registration exemptions in accordance with
applicable laws. The Offered Securities issued unde r the Listed Issuer Financing Exemption to
Canadian subscribers will not be subject to a hold period in Canada.
The Company will use an amount equal to the gross proceeds from the sale of the FT Shares to incur
eligible “Canadian exploration expenses” (as defined in the Tax Act): (i) that will qualify as “flow-through
mining expenditures” (as defined in the Tax Act) and, (ii) in respect of Québec resident subscribers who
are eligible individuals under the Taxation Act (Québec) (the "Québec Tax Act "), that will also qualify
for inclusion in the “exploration base relating to certain Québec exploration expenses” within the
meaning of section 726.4.10 of the Québec Tax Act and for inclusion in the “exploration base relating
to certain Québec surface mining expenses” within t he meaning of section 726.4.17.2 of the Québec
Tax Act (collectively, the " Qualifying Expenditures ") related to the Company’s mineral properties
located in Québec, Canada on or before December 31, 2025. All Qualifying Expenditures will be
renounced in favour of the subscribers effective December 31, 2024. The Company intends to use the
net proceeds from the sale of NFT Units for general and administrative expenses and unallocated
working capital purposes over a period of 12 months following closing of the Offering.
There is an offering document related to this Offering that can be accessed under the Company’s profile
at www.sedarplus.ca and on the Company’s website at www.maplegoldmines.com . Prospective
investors should read this offering document before making an investment decision.
TSX.V : MGM 2
In addition to the Offering, the Company may undert ake a concurrent private placement offering for
gross proceeds to the Company of up to $1,000,000 (the "Concurrent Private Placement "), consisting
of NFT Units at the NFT Issue Price, pursuant to relevant prospectus or registration exemptions other
than the Listed Issuer Financing Exemption in accordance with applicable laws. The securities issued
under Concurrent Private Placement will be subject to a four month hold period in Canada.
The Offering is expected to close on or about November 14, 2024 (the "Closing Date ") and is subject
to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture
Exchange. The Concurrent Private Placement, if applicable, is expected to close on or after the Closing
Date.
The Offered Securities to be offered pursuant to th e Offering and the Concurrent Private Placement
have not been, and will not be, registered under the U.S. Securities Act of 1933 , as amended (the "U.S.
Securities Act ") or any U.S. state securities laws, and may not be offered or sold in the United States
or to, or for the account or benefit of, United Sta tes persons absent registration or any applicable
exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state
securities laws. This press release shall not const itute an offer to sell or the solicitation of an of fer to
buy nor shall there be any sale of the securities i n any jurisdiction in which such offer, solicitatio n or
sale would be unlawful.
About Maple Gold
Maple Gold Mines Ltd. is a Canadian advanced exploration company focused on advancing the district-
scale Douay and Joutel gold projects located in Qué bec's prolific Abitibi Greenstone Gold Belt. The
projects benefit from exceptional infrastructure access and boast ~400 km 2 of highly prospective ground
including an established gold mineral resource at Douay with significant expansion potential as well as
the past-producing Telbel and Eagle West mines at Joutel. In addition, the Company holds an exclusive
option to acquire 100% of the Eagle Mine Property, a key part of the historical Joutel mining complex.
The district-scale property package also hosts a significant number of regional exploration targets along
a 55-km strike length of the Casa Berardi Deformation Zone that have yet to be tested through drilling,
making the project ripe for new gold and polymetall ic discoveries. The Company is currently focused
on carrying out exploration and drill programs to grow mineral resources and make new discoveries to
establish an exciting new gold district in the hear t of the Abitibi. For more information, please visi t
www.maplegoldmines.com .
ON BEHALF OF MAPLE GOLD MINES LTD.
"Kiran Patankar"
Kiran Patankar, President & CEO
For Further Information Please Contact:
Mr. Kiran Patankar
President & CEO
Tel: 604.639.2536
Email: [email protected]
TSX.V : MGM 3
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VEN TURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.
Forward Looking Statements and Cautionary Notes:
This news release contains “forward-looking informa tion” and “forward-looking statements” (collectivel y referred to as
“forward-looking statements”) within the meaning of applicable Canadian securities legislation in Cana da. Forward-looking
statements are statements that are not historical f acts; they are generally, but not always, identifie d by the words “expects,”
“plans,” “anticipates,” “believes,” “intends,” “est imates,” “projects,” “aims,” “potential,” “goal,” “ objective,”, “strategy”,
“prospective,” and similar expressions, or that eve nts or conditions “will,” “would,” “may,” “can,” “c ould” or “should” occur, or
are those statements, which, by their nature, refer to future events. Forward-looking statements in this news release include,
but are not limited to, statements about the Offering (including the tax treatment of the FT Shares and use of proceeds of the
Offering), statements about the Concurrent Private Placement, the resource expansion and discovery pot ential across the
Company’s gold projects, and its intention to pursu e such potential, and the Company’s exploration wor k and results from
current and future work programs. Although the Comp any believes that forward-looking statements in this news release are
reasonable, it can give no assurance that such expectations will prove to be correct, as forward-looking statements are based
on assumptions, uncertainties and management’s best estimate of future events on the date the statemen ts are made and
involve a number of risks and uncertainties. Consequently, actual events or results could differ materially from the Company’s
expectations and projections, and readers are cauti oned not to place undue reliance on forward-looking statements. For a
more detailed discussion of additional risks and ot her factors that could cause actual results to diff er materially from those
expressed or implied by forward-looking statements in this news release, please refer to the Company’s filings with Canadian
securities regulators available under the Company’s profile on SEDAR+ at www.sedarplus.ca or on the Company’s website
at www.maplegoldmines.com . Except to the extent required by applicable securit ies laws and/or the policies of the TSX
Venture Exchange, the Company undertakes no obligation to, and expressly disclaims any intention to, update or revise any
forward-looking statements whether as a result of new information, future events or otherwise.