Gold79 Announces Private Placement Financing of up to $1,000,000
Gold79 Announces Private Placement
Financing of up to $1,000,000
Ottawa, Ontario--(Newsfile Corp. - November 7, 2022) - Gold79 Mines Ltd. (TSXV: AUU) (OTCQB:
AUSVF) ("Gold79" or the "Company") is pleased to announce the initiation of a non-brokered private
placement to raise gross proceeds of up to $1,000,000, comprising 28,571,428 units (each a "Unit"), at
$0.035 per Unit (the "Offering").
Each Unit consists of one common share of the Company and one
whole common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one
common share of the Company at a price of $0.05 per share for a period of 36 months following the date
of issuance. Additionally, the Warrants will be callable during the 36 month period, at the option of the
Company, in the event that the 20-day volume-weighted average price of the Company's common
shares 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, "
In connection with the recently announced
Exploration and Option Agreement for the Jefferson Canyon project, Kinross Gold Corp. has
committed to subscribe for $275,000 (US$200,000) in the private placement. Additionally, Gold79
management and directors expect to demonstrate their commitment to the Company by subscribing
for a component of the financing. It is anticipated that this financing will put the Company in a position
to execute a second round of drilling at the Gold Chain project, Arizona."
Any securities issued under the Offering would be subject to a statutory hold period of four months and
one day from the date of issuance.
This Offering is subject to approval of the TSX Venture Exchange
("TSX-V").
The anticipated closing date of the first tranche of the Offering is November 14, 2022.
The Offering will be conducted by the Company utilizing the Existing Security Holder Prospectus
Exemption under OSC Rule 45-501
Ontario Prospectus and Registration Exemptions
and other
equivalent provisions of applicable securities laws in other jurisdictions in Canada (collectively, the
"Existing Security Holder Exemptions") as well as the "accredited investor" exemption under National
Instrument 45-106
Prospectus and Registration Exemptions
and also other exemptions available to the
Company.
The Company will make the Offering available to all shareholders of the Company as of November 4,
2022 (the "Record Date") who are eligible to participate under the Existing Security Holder Exemptions
and who have notified the Company by no later than November 10, 2022 at 5:00 pm (Eastern) of their
intention to participate in the Offering. The Existing Security Holder Exemptions limit a shareholder to a
maximum investment of $15,000 unless the shareholder certifies in the subscription agreement that he
or she has obtained advice regarding the suitability of the investment from a registered investment
dealer or otherwise qualifies to rely on another private placement exemption.
In the subscription agreement, shareholders will be required to certify the number of common shares of
the Company held as of the record date and the total number of Units they wish to subscribe for. Each
existing shareholder on the record date will be entitled to purchase that number of Units equal to at least
their pro rata share based on the common shares owned on the record date, subject to a $4,500
minimum subscription. Any additional available Units will be allocated by the Company based on
subscriptions received and Units available. Orders will be processed by the Company on a first come,
first served basis such that it is possible that a subscription received from a shareholder may not be
accepted by the Company if the Offering is over subscribed.
Any person who becomes a shareholder of
the Company after the Record Date shall not be entitled to participate in the Offering under the Existing
Security Holders Exemptions.
It is anticipated that approximately 50% of the aggregate proceeds raised under the Offering will be
used for exploration and drilling expenditures related to the Gold Chain, Arizona project; approximately
25% will be used for working capital and general corporate purposes; approximately 15% will be used to
pay management fees to Company officers; and, approximately 10% will be used to repay promissory
notes with officers that funded working capital and general corporate costs during August 2022 to date.
It is anticipated that certain officers and directors of the Company will participate in the Offering. Other
than in respect of the Kinross subscription, Gold79 may pay commissions to qualified finders in Canada
in connection with the Offering. Any finder fees paid would be in accordance with TSX-V policies.
The offered securities 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.
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 36.6% 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 the proposed private placement or any 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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