Golden Tag Completes $3,250,000 Non-Brokered Private Placement, Eric Sprott Maintains Pro-Rata Ownership
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Golden Tag Completes $3,250,000 Non-Brokered Private Placement,
Eric Sprott Maintains Pro-Rata Ownership
Toronto, Ontario, February 28, 2022: Golden Tag Resources Ltd. (“ Golden Tag” or the
"Company") (TSX.V: GOG) (OTCQB: GTAGF) is pleased to announce that further to the news
release dated February 8, 2022, it has completed the second and final tranche (the “Final
Tranche”) of the non-brokered private placement previously announced on January 20, 2022
(the “Offering”). In connection with the Final Tranche, the Company issued an aggregate of
5,833,330 Units at a price of $0.25 per Unit for aggregate gross proceeds of $1,458,332.50.
Collectively between the first and Final Tranche, the Company issued an aggregate of
13,000,000 Units for gross proceeds of $3,250,000. Eric Sprott, through 2176423 Ontario Ltd.,
a corporation which is beneficially owned by him acquired an aggregate of 4,000,000 Units.
The Offering
Each Unit consists of one common share (“ Common Share”) and one-half of one common
share purchase warrant (each, a “Warrant”). Each whole Warrant issued pursuant to the Final
Tranche entitles the holder thereof to acquire one Common Share at a price of C$0.40 until
February 28, 2024. The Warrants contain an acceleration provision whereby if the closing
price of the Common Shares on the Exchange is $0.70 or more for 10 consecutive trading
days the Company will have the right to accelerate the expiry date of the Warrants (the
“Acceleration Provision”).
In connection with the Final Tranche, the Company paid aggregate cash finder’s fees of
$7,000 and issued 28,000 finder’s warrants (each, a “ Finder’s Warrant”). Each Finder’s
Warrant entitles the holder to purchase one Share at a price of $0.25 for a period of 24 months
months following closing of the Final Tranche, subject to the Acceleration Provision.
All Common Shares issued and issuable in connection with the Final Tranche are subject to
a statutory hold period of four month and one day . The Company intends to use the net
proceeds of the Offering to fund advancement of the Company’s 100% owned San Diego
Project, in Durango Mexico, and for working capital and general corporate purposes.
The Offering remains subject to TSX Venture Exchange (the “TSXV”) final acceptance.
Mr. Sprott is an insider and control person of the Company and as such, his participation in
connection with the Private Placement is a related-party transaction under the policies of the
TSXV and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special
Transactions (“ MI 61 -101”). The Company is relying on exemptions from the minority
shareholder approval and formal valuation requirements applicable to the related -party
transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair
market value of the shares purchased on behalf of Mr. Sprott nor the consideration paid by
him exceeds 25% of the Company's market capitalization. The Company did not file a material
change report in respect of the related -party transaction at least 21 days prior to the closing
of the Private Placement, which the Company deems reasonable in the circumstances so as
to be able to avail itself of the proceeds of the Private Placement in an expeditious manner.
On September 17, 2021, disinterested shareholders of the Company approved the potential
creation of Eric Sprott as a Control Person (as the term is defined by the TSXV Policy 1.1) of
the Company.
About Golden Tag Resources
Golden Tag Resources Ltd. is a junior exploration company exploring for high -grade silver
deposits. The Company holds a 100% interest, subject to a 2% NSR, in the San Diego
property in Durango State, Mexico. The San Diego property is located within the pro lific
Velardeña Mining District, the site of several mines having produced silver, zinc, lead, and
gold over the past century. For more information regarding the San Diego property please visit
our website at www.goldentag.ca.
For additional information, please contact:
Greg McKenzie, President & CEO
Ph: 416-504-2024
www.goldentag.ca
Cautionary Statement:
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies
of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. Certain
statements in this news release are forward -looking and involve a number of risks and
uncertainties. Such forward-looking statements are within the meaning of the phrase ‘forward-
looking information’ in the Canadian Securities Administrators’ National Instrument 51 -102 –
Continuous Disclosure Obligations. Forward -looking statements are not comprised of
historical facts. Forward-looking statements include estimates and statements that describe
the Company’s future plans, objectives or goals, including words to the effect that the
Company or management expects a stated cond ition or result to occur. Forward -looking
statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”,
“may”, “could”, “would”, “will”, or “plan”. Since forward -looking statements are based on
assumptions and address fut ure events and conditions, by their very nature they involve
inherent risks and uncertainties. Although these statements are based on information currently
available to the Company, the Company provides no assurance that actual results will meet
management’s expectations. Risks, uncertainties and other factors involved with forward -
looking information could cause actual events, results, performance, prospects and
opportunities to differ materially from those expressed or implied by such forward -looking
information. Forward-looking information in this news release includes, but is not limited to,
use of proceeds of the Offering, acceptance of regulatory filings by the Exchange , and the
advancement of the Company’s San Diego Project. Factors that could cause actual results to
differ materially from such forward-looking information include, but are not limited to: the ability
to predict and counteract the effects of COVID-19 on the business of the Company, including
but not limited to the effects of COVID -19 on the price of commodities, capital market
conditions, restriction on labour and international travel and supply chains; failure to identify
mineral resources; failure to convert estimated mineral resources to reserves; the inability to
complete a feasibility study which recommends a production decision; the preliminary nature
of metallurgical test results; delays in obtaining or failures to obtain required governmental,
environmental or other project approvals; political risks; changes in equity markets;
uncertainties relating to the availability and costs of financing needed in the future; the inability
of the Company to budget and manage its liquidity in light of the failure to obtain additional
financing; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the
development of projects; capital, operating and reclamation costs varying significantly from
estimates and the other risks involved in the mineral exploration and development industry;
and those risks set out in the Compa ny’s public documents filed on SEDAR. Although the
Company believes that the assumptions and factors used in preparing the forward -looking
information in this news release are reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news release, and no assurance can be
given that such events will occur in the disclosed time frames or at all. The Company disclaims
any intention or obligation to update or revise any forward -looking information, whether as a
result of new information, future events or otherwise, other than as required by law. No stock
exchange, securities commission or other regulatory authority has approved or disapproved
the information contained herein.