OR Dissemination IN the United States /
SOMA GOLD CORP. CLOSES $15.5 MILLION
TRANCHE OF LIFE OFFERING AND
COMPLETES DEBT SETTLEMENT
/NOT FOR DISTRIBUTION TO U.S NEWSWIRE SERVICES OR DISSEMINATION IN
THE UNITED
STATES
/
VANCOUVER, BC
,
Aug. 18, 2025
/CNW/ -
Soma Gold Corp.
(TSXV: SOMA) (WKN: A2P4DU)
(OTC: SMAGF) ("
Soma
" or the "
Company"
) is pleased to announce the successful closing of the
first tranche of its previously announced non-brokered private placement (the "Offering") under the
Listed Issuer Financing Exemption ("LIFE Exemption") pursuant to Part 5A of National Instrument 45-
106 –
Prospectus Exemptions
.
Pursuant to the Offering, the Company issued 13,489,566 units (each, a "Unit") at a price of CAD
$1.15
per Unit, for aggregate gross proceeds of approximately
CAD$15,513,000
, including the
partial exercise of the greenshoe option. Each Unit consists of one common share in the capital of
the Company (each, a "Common Share") and one-half of one Common Share purchase warrant
(each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional Common
Share at an exercise price of
CAD$2.00
per Common Share for a period of 36 months from the date
of issuance. The Warrants are subject to an Accelerated Exercise provision that stipulates that if the
shares of the Company trade above
$3.00
for a period of 30 days, the Warrants will expire 30 days
after such date unless exercised earlier.
"We are very pleased to have completed the first tranche of the LIFE Offering and are grateful for
the continued support from both new and existing shareholders. The participation of various strategic
investors further validates our long-term vision and growth strategy," said
Geoff Hampson
, CEO of
Soma Gold Corp.
The proceeds from the Offering will support SOMA's ongoing mill expansion efforts, installation of
ore sorting infrastructure, accelerated exploration and development of the Nechi mine, and general
working capital needs.
In connection with the Offering, the Company paid an aggregate
CAD$930,780
in cash commissions
and issued an aggregate 808,473 finder's warrants (the "Finder's Warrants") in connection with the
Offering. Each Finder's Warrant entitles the holder to acquire one additional common share at a
price of
$2.00
for a period of 36 months following the date of issuance.
The Company intends to continue working towards the closing of a second tranche of the Offering
pending exercise of the full greenshoe option.
An offering document related to the Offering is available under the Company's profile on SEDAR+
and on Soma's website at
www.somagoldcorp.com
. The Offering remains subject to the final
approval of the TSXV Venture Exchange.
Additionally, the Company has completed the conversion of CAD
$10,000,000
of debt into Units on
the same terms as the Offering. The debt settlement remains subject to the final approval of the
TSX Venture Exchange.
The Units issued have not and will not be registered under the U.S. Securities Act and may not be
offered or sold in
the United States
absent registration or an applicable exemption. The securities
issued pursuant to the Offering have not, nor will they be registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold within
the United States
or to,
or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable
exemption from the U.S. registration requirements. This press 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
the United
States
or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT SOMA GOLD CORP.
Soma Gold Corp. (TSXV: SOMA) is a profitable mining company focused on gold production and
exploration. The Company owns over 43 sq. kilometers of mineral concessions following the prolific
OTU fault in Antioquia,
Colombia
and two fully permitted mills located within 25 kilometers of each
other, with a combined milling capacity of 675 tpd. The El Bagre Mill operates at 450 TPD and the el
Limon mill is slated to restart operations in Q3 2025. Internally generated funds are being used to
finance a regional exploration program.
With a solid commitment to sustainability and community engagement, Soma Gold Corp. is
dedicated to achieving excellence in all aspects of its operations.
The Company also owns an exploration property near Tucuma, Para State,
Brazil
that is currently
under option to Ero Copper Corp.
On behalf of the Board of Directors
"Geoff Hampson"
Chief Executive Officer and President
Reader Advisory & Forward-Looking Information
This news release contains "forward-looking statements" within the meaning of applicable
Canadian securities laws. Forward-looking statements relate to future events or future performance
and are often, but not always, identified by words such as "anticipate," "believe," "expect," "intend,"
"plan," "continue," "estimate," "may," "will," "should," "could," or similar expressions and include
statements regarding: the closing of the Offering; the receipt of all necessary regulatory approvals,
including TSX Venture Exchange approval; a second tranche closing of the Offering and timing
thereof, if at all; and the anticipated use of proceeds.
Forward-looking statements are based on the Company's current expectations and assumptions,
including expectations and assumptions concerning the prevailing market conditions, availability of
capital resources, and other factors that management believes are reasonable in the
circumstances. However, forward-looking statements are subject to known and unknown risks,
uncertainties, and other factors that may cause actual results, performance, or achievements to
differ materially from those anticipated in such statements. These risks include, but are not limited
to: the failure to receive necessary approvals; use of funds as described; fluctuations in commodity
prices and currency exchange rates; exploration, development, and operational risks inherent in
the mining industry; risks related to global financial markets and economic conditions; and those
risks set out in the Company's public disclosure record available at
www.sedarplus.ca
.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company
undertakes no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise, except as required by applicable securities 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.
SOURCE
Soma Gold Corp.
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For further information:
For further information, please contact Andrea Laird, telephone: +1-604-
259-0302.
CO: Soma Gold Corp.
CNW 19:43e 18-AUG-25