States News Wire Services Golden Tag Announces $9M Non-Brokered Private Placement Financing IN Connection with the LA Parrilla Acquisition
NEWS RELEASE
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GOLDEN TAG ANNOUNCES $9M NON-BROKERED PRIVATE PLACEMENT FINANCING
IN CONNECTION WITH THE LA PARRILLA ACQUISITION
Toronto, Ontario, March 6, 2023: Golden Tag Resources Ltd. (“Golden Tag” or the “Company”)
(TSX.V: GOG) is pleased to announce its intention to complete a non-brokered private placement
financing of subscription receipts (each a “Subscription Receipt ”) for gross proceeds of
CAD$9.0 million (the “Offering”).
This Offering is being completed in connection with the previously announced acquisition (the
“Transaction”) of the La Parrilla Silver Mine Complex in Durango State, Mexico ( “La Parrilla”)
(as more fully described in the press release dated December 7, 2022 available at
www.SEDAR.com).
The Offering
Pursuant to the Offering, the Company intends to issue 45,000,000 Subscription Receipts at a
price of CAD$0.20 per Subscription Receipt. Each Subscription Receipt will entitle the holder
thereof to receive one unit of the Company (a “Unit”) pursuant to the terms and conditions of the
Subscription Receipt Agreement (as defined below). Each Unit will be comprised of one common
share of the Company (a “Common Share ”) and one -half of one Common Share purchase
warrant (each whole warrant, a “Warrant”). Each whole Warrant shall be exercisable to acquire
one Common Share at a price of CAD$0.34 per Common Share (in accordance with TSXV
Corporate Finance Policy 4.1) for a period of 36 months from the date of the exchange of the
Subscription Receipts.
As part of the Offering, First Majestic Silver Corp. (“ FMS”) will subscribe for US$2.7 million of
Subscription Receipts.
Subscription Receipt Agreement
The Subscription Receipts will be created and issued pursuant to the t erms of a subscription
receipt agreement (the “ Subscription Receipt Agreement ”) to be entered into between a
subscription receipt agent and the Company. The Escrow Release C onditions will be set forth in
the Subscription Receipt Agreement and will provide that if the Escrow Release Conditions are
not satisfied on or before the Release Deadline, then the Subscription Receipts shall be cancelled
and the subscription receipt agent shall distribute the escrowed funds to the holders of the
Subscription Receipts, together with their pro rata share of interest earned thereon.
The gross proceeds from the sale of the Subscription Receipts will be held in escrow pending
satisfaction or waiver of certain conditions, including all conditions to the cl osing of the
Transaction (the “Escrow Release Conditions”). Upon satisfaction or waiver (as applicable) of
the Escrow Release Conditions on or prior to 5:00 p.m. (Toronto time) on August 15, 2023, or
such later date as may be determined in accordance with the Subscription Receipt Agreement
(the “Release Deadline”) each Subscription Receipt will be exchanged for one Unit (subject to
adjustment in certain events). The Transaction remains subject to a number of conditions,
including, but not limited to: (i) the approval of the Company’s shareholders as a result of the
Transaction creating a new control person; (ii) the receipt of all necessary consents, approvals
and authorizations (includin g approval of the TSX Venture Exchange (the “ TSXV”) and the
Mexican Antitrust Commission) for the Transac tion; (iii) the completion of the Offering for gross
proceeds of CAD$9.0 million; and (iv) other conditions which are customary for a transaction of
this type.
Other Information Regarding the Offering
The Company intends to use the net proceeds of the Offering to fund drilling and ex ploration
programs at La Parrilla, holding costs, technical work for restart, transaction costs and for working
capital and general corporate purposes.
The Subscription Receipts will be offered by way of private placement pursuant to exemptions
from prospectus requirements under applicable securities laws. The securities issued and
issuable pursuant to the Offering will be subject to a four month and one-day hold period from the
date of closing.
The Company may pay finders’ fees in cash or securities, or a combination of both, as permitted
by the policies of the TSXV.
The closing of the Offering is subject to certain conditions including, but not limited to, the
completion of documentation and the receipt of all necessary regulatory and other approvals,
including the approval of the TSXV.
The securities offered have not been registered under the U.S. Securities Act of 1933, as
amended, or applicable state securities laws, and may not be offered or sold to persons in the
United States absent registration or an exemption from such 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 any jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Golden Tag Resources
Golden Tag Resources Ltd. is a Toronto based mineral resource exploration company. The
Company holds a 100% interest, subject to a 2% NSR, in the San Diego Project, in Durango,
Mexico. The San Diego property is among the largest undeveloped silver assets in Mexico and is
located within the prolific Velardeña Mining District. Velardeña hosts several mines having
produced silver, zinc, lead and gold for over 100 years. 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
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.
TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has
neither approved nor disapproved the contents of this press release.
Cautionary Note Regarding Forward Looking Statements:
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 condition 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 future 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, the completion of Transaction and the Offering on the terms described herein (or
if at all), the ability to obtain requisite corporate and regulatory approvals, including, but not limited
to, the approval from the TSXV for the Transaction and the Offering, the subscription of FMS
under the Offering, the Company’s use of the net proceeds of the Offering, and the payment of a
finders’ fee in connection with the Offering.
In making the forward-looking statements included in this news release, the Company has applied
several material assumptions, including that the Company´s financial condition and development
plans do not change because of unforeseen events, that future metal prices and the demand and
market outlook for metals will remain stable or improve , ma nagement’s ability to execute its
business strategy, the receipt of all necessary approvals, the satisfaction of all closing conditions
of the Transaction, the closing of the Offering, and no unexpected or adverse regulatory changes
with respect to La Parr illa. Forward-looking statements and information are subject to various
known and unknown risks and uncertainties, many of which are beyond the ability of the Company
to control or predict, that may cause the Company´s actual results, performance or achievements
to be materially different from those expressed or implied thereby, and are developed based on
assumptions about such risks, uncertainties and other factors set out herein, including, but not
limited to, the risk that the Company is not able to comp lete the Transaction or the Offering on
the terms anticipated by the Company (or at all), the risk that the Company is unable to obtain
requisite corporate and regulatory approvals, including but not limited to the approval of the TSXV,
the Mexican government, and shareholder approval, the risk that the assumptions referred to
above prove not to be valid or reliable, market conditions and volatility and global economic
conditions including increased volatility and potentially negative capital raising conditions resulting
from the continued or esc alation of the COVID -19 pandemic, risk of delay and/or cessation in
planned work or changes in the Company´s financial condition and development plans; risks
associated with the interpretation of data (including in respect of third party mineralized material)
regarding the geology, grade and continuity of mineral deposits, the uncertainty of the geology,
grade and continuity of mineral deposits and the risk of unexpected variations in mineral
resources, grade and/or recovery rates; risks related to gold, si lver and other commodity price
fluctuations; employee relations; relationships with and claims by local communities and
indigenous populations; availability and increasing costs associated with mining inputs and
labour, the speculative nature of mineral ex ploration and development, including the risks of
obtaining necessary licenses and permits and the presence of laws and regulations that may
impose restrictions on mining; risks relating to environmental regulation and liability; the possibility
that results will not be consistent with the Company´s expectations.
Such forward-looking information represents management´s best judgment based on information
currently available. No forward -looking statement can be guaranteed, and actual future results
may vary materially. Accordingly, readers are advised not to place undue reliance on forward -
looking statements or information.