South Atlantic Gold Inc. Announces Increase to Previously Announced Financing
TSX-V: SAO
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OR FOR DISSEMINATION IN THE UNITED STATES
South Atlantic Gold Inc. Announces Increase to Previously Announced Financing
Kelowna, British Columbia, November 26, 2021 - SOUTH ATLANTIC GOLD INC. (TSX-V: SAO) (“South
Atlantic” or the “ Company”) announces it has increased the previously announced financing ( see news
release of November 11, 2021) wherein the Company has increased the Offering to 35,000,000 common
shares of the Company at a price of $0.05 per share for gross proceeds of up to $1, 750,000 placement
(the “Offering”). Proceeds will be used by the Company for exploration expenditures as well as general
working capital and administrative purposes.
To demonstrate continued support of the Company's growth plans, insiders of the Company, including
certain directors are expected to participate in the Offering. Such participation is considered a related
party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The related party transaction will be exempt from minority
approval, information circular and formal valuation requirements pursuant to the exemptions contained
in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be
issued under the Private Placement nor the consideration to be paid by the insiders will exceed 25% of
the Company's market capitalization.
The Company may pay finders' fees of 6% cash and 6% finders warrants (“Finder Warrant”) on externally
sourced funds. Each Finder Warrant will entitle the holder to acquire one additional common share in the
capital of the Company at a price of $0.06 for 24 months from closing.
The Offering remains subject to the approval of the TSX Venture Exchange. The securities issued pursuant
to the Offering will be subject to a four -month and one day hold period in accordance with applicable
Canadian securities laws the Exchange Hold Period.
None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as
amended, and no such securities may 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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD
Douglas Meirelles, President and CEO
For more information regarding this news release, please contact:
Anne Hite, Vice President, Investor Relations
T: 250-762-5777
Email: [email protected]
Cautionary Note Regarding Forward-Looking Information
This news release contains statements that constitute "forward -looking Information", as such term is used in
applicable Canadian securities laws . Such forward -looking informat ion involves known and unknown risks,
uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or
developments in the industry to differ materially from the anticipated results, performance or achievements
TSX-V: SAO
expressed or implied by such forward-looking information. Forward-looking information includes statements that are
not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates,"
"believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will,"
"would," "may," "could" or "should" occur.
Although the Company believes the forward-looking information contained in this news release is reasonable based
on information available on the date hereof, by its nature forward-looking information involves assumptions and
known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity,
performance or achievements, or other future events, to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking information. There can be no assurance that the
Fundamental Acquisition will be completed as proposed or at all.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and
uncertainties associated with general economic conditions; the Covid -19 pandemic; adverse industry events; the
receipt of required regulatory approv als and the timing of such approvals; that the Company maintains good
relationships with the communities in which it operates or proposes to operate, future legislative and regulatory
developments in the mining sector; the Company ’s ability to access suffi cient capital from internal and external
sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and
generally; the ability of the Company to implement its business strategies; competition; the risk that any of the
assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work, risks
associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that
results will not be consistent with the Company’s expectations, as well as other assumptions risks and uncertainties
applicable to mineral exploration and development activities and to the Company, including as set forth in the
Company’s public disclosure documents filed on the SEDAR website at www.sedar.com.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF
THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH
DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD
NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT
UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE
WITH APPLICABLE LAWS.
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.