Ridgeline Minerals Announces Non-Brokered Private Placement
Ridgeline Minerals Announces Non-Brokered
Private Placement
Not for dissemination in the United States or through U.S. newswires
All dollars are Canadian unless otherwise noted
Vancouver, British Columbia--(Newsfile Corp. - January 22, 2025) - Ridgeline Minerals Corp.
("
Ridgeline
" or the "
Company
") (TSXV: RDG) (OTCQB: RDGMF) (FSE: 0GC0) is pleased to
announce a non-brokered private placement (the "Private Placement") to raise gross proceeds of up to
$3,500,000 through the sale of up to 23,333,333 units ("the Units") at the price of $0.15 per Unit. Each
Unit consists of one common share (a "Share") of the Company and one-half of one non-transferable
share purchase warrant (each a whole warrant a "Warrant").
Each Warrant entitles the holder to
purchase one additional Share of the Company at a price of $0.25 per share for a period of 24 months
from the date of issue.
The proceeds from the sale of the Private Placement will be used to fund exploration activities at the
Company's Nevada projects and for general working capital.
Certain directors and officers of the Company may acquire securities under the Private Placement.
Any
such participation would be considered to be a "related party transaction" as defined under Multilateral
Instrument 61-101 ("MI 61-101").
The transaction will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to
or the consideration paid by such persons will exceed 25% of the Company's market capitalization.
The Company may pay 6% cash finder's fee in connection with the Private Placement.
All securities to
be issued in the Private Placement will be subject to a four month plus one day hold period from the
closing date under applicable securities laws in Canada.
The Company anticipates closing of the private
placement as soon as practicable and is subject to TSX Venture Exchange approval.
This news release does not constitute an offer to sell or solicitation of an offer to sell any
securities in the United States.
The securities have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
About Ridgeline Minerals Corp.
Ridgeline Minerals is a discovery focused precious and base metal explorer with a proven management
team and a 200 km
2
exploration portfolio across seven projects in Nevada, USA. The Company is a
hybrid explorer with a mix of 100%-owned exploration assets (Big Blue, Atlas, Bell Creek & Coyote) as
well as two earn-in exploration agreements with Nevada Gold Mines at its Swift and Black Ridge
projects and a third earn-in with South32 at its Selena project. More information about Ridgeline can be
found at
www.ridgelineminerals.com
.
On behalf of the Board
"Chad Peters"
President & CEO
Further Information:
Chad Peters, P.Geo.
President, CEO & Director
Ridgeline Minerals Corp.
+1 775 304 9773
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
Cautionary Note regarding Forward Looking Statements
Statements contained in this press release that are not historical facts are "forward-looking
information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the
meaning of applicable Canadian securities legislation and the United States Private Securities
Litigation Reform Act of 1995. Forward-Looking statements in this release, for example include but
are not limited to: the general use of proceeds, that the Company will complete the Financing that the
Company will carry out exploration on its Nevada properties. The words "potential", "anticipate",
"meaningful", "discovery", "forecast", "believe", "estimate", "expect", "may", "will", "project", "plan",
"historical", "historic" and similar expressions are intended to be among the statements that identify
Forward-Looking Information. Forward-Looking Information involves known and unknown risks,
uncertainties and other factors which may cause the actual results to be materially different from any
future results expressed or implied by the Forward-Looking Information. In preparing the Forward-
Looking Information in this news release, Ridgeline has applied several material assumptions,
including, but not limited to, assumptions that TSX Venture Exchange approval will be granted in a
timely manner subject only to standard conditions; that all conditions precedent to completion of the
Private Placement will be satisfied in a timely manner; the current objectives concerning the
Company's projects can be achieved and that its other corporate activities will proceed as expected;
that general business and economic conditions will not change in a materially adverse manner; and
that all requisite information will be available in a timely manner. Forward-Looking Information
involves known and unknown risks, uncertainties and other factors which may cause the actual results,
performance, or achievements of Ridgeline to be materially different from any future results,
performance or achievements expressed or implied by the Forward-Looking Information. Such risks
and other factors include, among others, risks related to dependence on key personnel; risks related
to unforeseen delays; risks related to historical data that has not been verified by the Company; as
well as those factors discussed in Ridgeline's public disclosure record. Although Ridgeline has
attempted to identify important factors that could affect Ridgeline and may cause actual actions,
events, or results to differ materially from those described in Forward-Looking Information, there may
be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
There can be no assurance that Forward-Looking Information will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as
required by law, Ridgeline does not assume any obligation to release publicly any revisions to
Forward-Looking Information contained in this news release to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/238037