Gold79 Announces Closing of First Tranche of Private Placement Financing
Gold79 Announces Closing of First Tranche of
Private Placement Financing
Ottawa, Ontario--(Newsfile Corp. - June 9, 2023) - Gold79 Mines Ltd. (TSXV: AUU) (OTCQB: AUSVF)
("Gold79" or the "Company") is pleased to announce the closing of a first tranche of its non-brokered
private placement financing,
raising gross proceeds of $210,000 through the issuance of 7,000,000
units at $0.03 per unit.
Each unit consists of one common share of the Company and one whole common
share purchase warrant. A total of 7,000,000 warrants were issued, with each warrant entitling the holder
to purchase one common share of the Company at a price of $0.05 per share until June 8, 2025. The
warrants are callable after the statutory hold period, at the option of the Company, in the event that the
20-day volume-weighted average price of the Company's common share meets or exceeds $0.08 for
ten consecutive trading days based on trades on the TSX Venture Exchange and Alternative Trading
Systems. Subscribers will be notified of the call provision being triggered and will have a 30-day period
to exercise the warrants.
Derek Macpherson, President, CEO & Director stated, "
We are thankful for the ongoing support of our
existing shareholders and Company management and directors who have demonstrated their
continuing commitment to the Company by subscribing for a component of the financing. We
anticipate a final closing of the placement in a few weeks' time."
No finder fees or commissions are payable in connection with this first tranche closing. This private
placement is subject to the final approval of the TSX Venture Exchange.
All securities issued in the first
tranche of the placement are subject to a statutory hold period until October 9, 2023.
Officers and directors of the Company including Derek Macpherson, Gary Thompson and John McNeice
participated in the private placement and acquired 4,700,000 units for $141,000.
The participation of
these insiders in the private placement constitutes a Related Party Transaction within the meaning of
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-
101"). The board of directors of the Company, with Messrs. Macpherson and Thompson abstaining,
determined that the transaction is exempt from the formal valuation and minority shareholder approval
requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 for the related party transaction, as
neither the fair market value of securities issued to the insiders nor the consideration paid by the insiders
exceeded 25 percent of the Company's market capitalization. The Company did not file a material
change report in respect of the transaction 21 days in advance of the closing of the private placement
because insider participation had not been confirmed. The shorter period was necessary in order to
permit the Company to close the private placement in a timeframe consistent with usual market practice
for transactions of this nature.
It is anticipated that approximately 35 percent of the aggregate proceeds raised under the offering will
be used for exploration expenditures related to the Gold Chain, Arizona, project; approximately 30
percent will be used for land management costs and property payments; approximately 15 percent will
be used to pay management fees to Company officers; and, approximately 20 percent will be used for
working capital and general corporate purposes
The securities issued in the private placement will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United
States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the
registration requirements of the U.S. Securities Act.
This press release does not constitute an offer to
sell, or the solicitation of an offer to buy, securities of the Company in the United States.
Early Warning Report
Derek Macpherson of Toronto, Ontario acquired 3,000,000 units through Kanaga Capital Corp.
("Kanaga") and joint actor Olive Resource Capital Inc. ("Olive") acquired 2,000,000 units in the private
placement.
In total, 5,000,000 units at a price of $0.03 per unit were acquired for an aggregate purchase
price of $150,000.
Each unit consists of one common share and one common share purchase warrant of
the Company.
Each warrant is exercisable for $0.05 per share until their expiry on June 8, 2025.
As
noted above, all securities issued to Kanaga and Olive pursuant to the placement are subject to a
statutory hold period which expires October 9, 2023.
Immediately prior to the private placement, Mr. Macpherson and joint actors Kanaga and Olive owned
9,854,000 common shares of the Company, representing 5.7% of the then issued and outstanding
common shares of the Company. As a result of the private placement, Mr. Macpherson's and joint actors'
ownership of the issued and outstanding common shares of the Company increased from 5.7% to 8.2%
on an undiluted basis.
In addition, if Mr. Macpherson and joint actors were to exercise all of their warrants
and stock options of the Company, they would own 26,541,500 common shares of the Company,
representing 13.8% of the issued and outstanding common shares of the Company on a partially-diluted
basis, assuming no further common shares of the Company have been issued.
Mr. Macpherson acquired the securities for investment purposes. Mr. Macpherson may, depending on
market and other conditions, increase or decrease his beneficial ownership of the Company's securities,
whether in the open market, by privately negotiated agreements or otherwise, subject to a number of
factors, including general market conditions and other available investment and business opportunities.
The disclosure respecting Mr. Macpherson's shareholdings contained in this press release is made
pursuant to National Instrument 62-103 and a copy of the report in respect of the above acquisition will
be filed with applicable securities commissions using the Canadian System for Electronic Document
Analysis and Retrieval (SEDAR) and will be available on Gold79's SEDAR profile (
www.sedar.com
).
A
copy may be obtained by contacting Gold79 as noted under "Contact" below.
About Gold79 Mines Ltd.
Gold79 Mines Ltd.
is a TSX Venture listed company focused on building ounces in the Southwest USA.
Gold79 holds 100% earn-in option to purchase agreements on three gold projects: the Jefferson Canyon
Gold Project and the Tip Top Gold Project both located in Nevada, USA, and, the Gold Chain Project
located in Arizona, USA. In addition, Gold79 holds a 32.3% interest in the Greyhound Project, Nunavut,
Canada under JV by Agnico Eagle Mines Limited.
For further information regarding this press release contact:
Derek Macpherson, President & CEO
Phone: 416-294-6713
Email:
Website:
www.gold79mines.com
.
Book a 30-minute meeting with our CEO
here
.
Stay Connected with Us:
Twitter: @Gold79Mines
Facebook:
https://www.facebook.com/Gold79Mines
LinkedIn:
https://www.linkedin.com/company/gold79-mines-ltd/
FORWARD-LOOKING STATEMENTS:
This press release may contain forward looking statements that are made as of the date hereof and
are based on current expectations, forecasts and assumptions which involve risks and uncertainties
associated with our business including any future tranches or future private placements, the
uncertainty as to whether further exploration will result in the target(s) being delineated as a mineral
resource, capital expenditures, operating costs, mineral resources, recovery rates, grades and prices,
estimated goals, expansion and growth of the business and operations, plans and references to the
Company's future successes with its business and the economic environment in which the business
operates. All such statements are made pursuant to the 'safe harbour' provisions of, and are intended
to be forward-looking statements under, applicable Canadian securities legislation. Any statements
contained herein that are statements of historical facts may be deemed to be forward-looking
statements. By their nature, forward-looking statements require us to make assumptions and are
subject to inherent risks and uncertainties. We caution readers of this news release not to place undue
reliance on our forward-looking statements as a number of factors could cause actual results or
conditions to differ materially from current expectations. Please refer to the risks set forth in the
Company's most recent annual MD&A and the Company's continuous disclosure documents that can
be found on SEDAR at
www.sedar.com
. Gold79 does not intend, and disclaims any obligation, except
as required by law, to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
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.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR
FOR DISSEMINATION TO U.S NEWS WIRE SERVICES
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