Patagonia Gold Announces C$15 Million Private Placement with a Lead Order from Palisades Goldcorp
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Patagonia Gold Announces C$15 Million Private Placement
with a Lead Order from Palisades Goldcorp
February 10, 2021 Vancouver, B.C. Patagonia Gold Corp. (“Patagonia” or the “Company”) (PGDC.TSXV) is
pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. as lead agent,
on behalf of a syndicate of agents (referred to col lectively as the “Agents”) in connection with a “be st
efforts” private placement financing of up to 166,666,666 units of the Company (the “Units”) at a price of
C$0.09 per Unit (the “Unit Price”) for gross procee ds to the Company of up to C$15 million (the
“Offering”), with a lead order from Palisades Goldcorp Ltd. for C$2.7 million. Each Unit will consist of one
common share of the Company (a “Common Share”) and one common share purchase warrant (a
“Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise
price of C$0.13 for a period of 36 months from the date of issuance thereof.
The Company has granted the Agents an option to sell up to an an additional 55,555,555 Units at the Unit
Price for additional gross proceeds of up to C$5,000,000, exercisable in whole or in part at any time up to
48 hours prior to the closing date of the Offering.
The proceeds from the sale of Units will be used by the Company for exploration and development of the
Company’s projects and general corporate and working capital purposes.
The Offering is expected to close on or about March 3, 2021, and is subject to certain closing conditions
including, but not limited to, the receipt of all n ecessary regulatory approvals, including the conditional
acceptance of the TSX Venture Exchange. The securities issued under the Offering will be subject to a four-
month hold period from the date of issue in accordance with applicable securities laws.
Participation by insiders of the Company (“Insiders ”) in the Offering will be considered a “related pa rty
transaction” pursuant to Multilateral Instrument 61 -101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company will be exempt from the requirement to obtain a formal
valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering
in reliance of Sections 5.5(b) and 5.7(1)(a) of MI 61-101. A material change report will be filed in
connection with the participation of Insiders in the Offering less than 21 days in advance of the closing of
the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of
potential financing opportunities and to complete the Offering in an expeditious manner.
The securities offered have not been registered und er the U.S. Securities Act of 1933 , as amended, and
may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This news release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the sec urities in any State in which such offer, solicitat ion or
sale would be unlawful.
About Patagonia Gold
Patagonia Gold Corp. is a mining and development co mpany listed on the TSX Venture Exchange. The
Company seeks to grow shareholder value through exp loration and development of gold and silver
projects in the Patagonia region of Argentina. The Company is primarily focused on the Calcatreu project
in Rio Negro and the development of the Cap Oeste underground project. Patagonia, indirectly through
- 2 -
its subsidiaries or under option agreements, has mineral rights to over 365 properties in several provinces
of Argentina and Chile and is one of the largest landholders in the Province of Santa Cruz, Argentina.
About Palisades Goldcorp
Palisades Goldcorp is Canada’s resource focused mer chant bank. Palisades’ management team has a
demonstrated track record of making money and is ba cked by many of the industry’s most notable
financiers. With junior resource equities valued at generational lows, management believes the sector is
on the cusp of a major bull market move. Palisades is positioning itself with significant stakes in
undervalued companies and assets with the goal of generating superior returns.
For more information, please contact:
Dean Stuart
T: 403 617 7609
Christopher van Tienhoven, Chief Executive Officer
Patagonia Gold Corp.
FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements, including, but not limited to, statements
with respect to the timing for closing of the Offering, the receipt of regulatory approvals, the use of proceeds
from the Offering, the listing of the Common Shares on the TSX Venture Exchange and the Company’s future
plans and intentions. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”,
“intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other varia tions
of these words, or similar words or phrases, have been used to identify these forward-looking statements.
These statements reflect management’s current beliefs and are based on information currently available
to management as at the date hereof.
Forward-looking statements involve significant risk , uncertainties and assumptions. Many factors could
cause actual results, performance or achievements to differ materially from the results discussed or implied
in the forward-looking statements. These factors sh ould be considered carefully and readers should not
place undue reliance on the forward-looking stateme nts. Although the forward-looking statements
contained in this news release are based upon what management believes to be reasonable assumptions,
the Company cannot assure readers that actual resul ts will be consistent with these forward-looking
statements. The Company assumes no obligation to up date or revise them to reflect new events or
circumstances, except as required by law.
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.