Soma Gold Announces $15 million Non- Brokered LIFE Private Placement
Soma Gold Announces $15 million Non-
Brokered LIFE Private Placement
VANCOUVER, BC
,
July 28, 2025
/CNW/ -
Soma Gold Corp.
(TSXV: SOMA) (WKN: A2P4DU)
(OTC: SMAGF) (the "
Company
" or "
Soma
") is pleased to announce a non-brokered private
placement offering (the "Offering") of up to 13,043,478 units of the Company (each, a "Unit") at a
price of
C$1.15
per Unit, for gross proceeds of up to
C$15,000,000
(the "Base Offering"), with an
option to increase the size of the Offering by up to an additional 15% (the "Greenshoe Option"), for
total gross proceeds of up to
C$17,250,000
if fully exercised. The Offering is being completed
pursuant to the amendments to National Instrument 45-106 - Prospectus Exemptions set forth in
Part 5A thereof (the "LIFE Exemption") to purchasers resident in
Canada
, except Québec, and such
other jurisdictions outside of
Canada
in compliance with applicable securities laws of those
jurisdictions.
ECM Capital Advisors and Greenwood Capital Partners will be acting as finders in connection with
the Offering.
The Company will be filing a Form 45-106F19 offering document (the "Offering Document") related
to the Offering, which will be accessible under Soma Gold's profile at
www.sedarplus.ca
once filed.
Prospective investors should read the Offering Document before making an investment decision.
Each Unit will consist 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
will entitle 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 Units
issued in the Offering will be 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. Such Warrants will not be subject to any statutory hold
period under applicable Canadian securities laws, subject to limitations prescribed by the LIFE
Exemption.
In connection with the Offering, the Company expects to convert approximately
C$10 million
of
outstanding debt held by certain insiders into Units at the same terms as the Offering. This
conversion is expected to close concurrently with the Offering.
The Company has also engaged ECM Capital Advisors Ltd. ("ECM") to act as its financial advisor
and may pay fees in accordance with the policies of the TSX Venture Exchange (the "Exchange"),
being a cash commission of up to 6.0% plus 6% in Brokers Warrants, on total proceeds, received
from subscribers introduced to the Company by ECM. The Company may also pay certain
reasonable expenses incurred by ECM up to a maximum of
$5,000
, exclusive of taxes.
The net proceeds of the Offering will be used to support Soma's ongoing mill expansion, installation
of ore sorting infrastructure, accelerated exploration, development of the Nechi mine, and working
capital, as more specifically detailed in the Offering Document.
The Offering may close in multiple tranches, with the first tranche closing expected to occur on or
before
August 8, 2025
and the final closing to occur no later than
August 15
th
, 2025. The Offering is
subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including
the approval of the Exchange.
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.
Geoff Hampson
, Soma's CEO, states, "Our exploration success confirms the potential to expand the
resource through additional drilling and related activities. Our organic growth strategy focuses on
increasing both resources and feed material, followed by phased increases in gold production
through ore-sorting and mill capacity upgrades. With additional capital, we can accelerate this plan,
enabling us to achieve our production targets sooner and at a lower long-term cost. Conex Services
Ins, an insider-controlled company and Soma's senior lender, is demonstrating strong support by
converting
$10 million
of debt into equity under the same terms as this financing."
ABOUT SOMA GOLD
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
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.
All statements, analysis and other information contained in this press release about anticipated
future events or results constitute forward-looking statements. Forward-looking statements are
often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan",
"estimate", "expect" and "intend" and statements that an event or result "may", "will", "should",
"could" or "might" occur or be achieved and other similar expressions. Forward-looking statements
are subject to business and economic risks and uncertainties and other factors that could cause
actual results of operations to differ materially from those contained in the forward-looking
statements. Forward-looking statements are based on estimates and opinions of management at
the date the statements are made. The Company does not undertake any obligation to update
forward-looking statements even if circumstances or management's estimates or opinions should
change except as required by applicable laws. Investors should not place undue reliance on
forward-looking statements.
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 09:52e 28-JUL-25