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. - April 17, 2024) - Ridgeline Minerals Corp. (TSXV: RDG)
(OTCQB: RDGMF) (FSE: 0GC0) ("
Ridgeline
" or the "
Company
") is pleased to announce a non-
brokered private placement (the "Private Placement") to raise gross proceeds of up to $1,200,000
through the sale of up to 10,000,000 units ("the Units") at the price of $0.12 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 $0.18 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 a finder's fee in connection with the private placement and this financing is
subject to the approval of the TSX Venture Exchange. 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 and amongst other things, receipt by Ridgeline of all necessary
regulatory approvals, including Exchange approval.
The Company anticipates closing of the private
placement as soon as practicable subject to receipt of all necessary regulatory approvals.
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 192km
2
exploration portfolio across five projects in Nevada, USA. The Company boasts two
earn-in exploration agreements with Nevada Gold Mines at its Swift and Black Ridge projects, which are
being aggressively explored by Nevada Gold Mines in 2024. 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 Information includes, but is not limited to, the potential benefits of the Transaction and
the anticipated timing for completion of the Transaction and filing of the material change report in respect thereof. 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/205781