Tag: Million

Tudor Gold Announces Upsizing of Previously Announced Private Placement Financing to $8.5 Million

2023-12-04 07:24:37

Vancouver, British Columbia–(Newsfile Corp. – December 4, 2023) – Tudor Gold Corp. (TSXV: TUD) (FSE: H56) (the “Company” or “Tudor Gold“) is pleased to announce that, due to strong investor demand, it intends to increase the size of the Company’s previously announced non-brokered private placement of securities to up to $8.5 million (the “Offering“). The Offering will be comprised of a combination of: (i) non-flow-through units (the “NFT Units“) to be sold at a price of $0.90 per NFT Unit; and (ii) flow-through units of the Company (each, a “FT Unit“) to be sold at a price of $1.05 per FT Unit.

Each NFT Unit will consist of one non-flow-though common share of the Company (each, a “NFT Share“) and one half (½) of one common share purchase warrant (each whole warrant, a “Warrant“). Each FT Unit will consist of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada), (each, a “FT Share“) and one half (½) of one Warrant. Each Warrant will entitle the holder to purchase one non-flow-through common share of the Company (each, a “Warrant Share“) at a price of $1.35 at any time on or before that date which is 24 months after the closing date of the Offering. The exact number of NFT Units and FT Units sold will be determined at closing.

The gross proceeds received from the sale of the FT Units is expected to be used for work programs on the Company’s Treaty Creek Property and the net proceeds received from the sale of the NFT Units is expected to be used for general working capital purposes.

In connection with the Offering, the Company may pay certain finders a fee comprised of cash, finder’s warrants, or both, based on the proceeds raised from the sale of securities to purchasers introduced to the Company by such finders.

All securities to be issued pursuant to the above referenced Offering will be subject to a statutory four-month hold period. The Offering is subject to regulatory approval, including the approval of the TSXV.

About Treaty Creek

The Treaty Creek Project hosts the Goldstorm Deposit, comprising a large gold-copper porphyry system, as well as several other mineralized zones. As disclosed in the “NI-43-101 Technical Report for the Treaty Creek Project”, dated April 28, 2023 prepared by Garth Kirkham Geosystems and JDS Energy & Mining Inc., the Goldstorm Deposit has an Indicated Mineral Resource of 23.37 Moz of AuEQ grading 1.13 g/t AuEQ (18.75 Moz gold grading 0.91 g/t, 2.18 Blbs copper grading 0.15 %, 112.4 Moz silver grading 5.45 g/t) and an Inferred Mineral Resource of 7.35 Moz of AuEQ grading 0.98 g/t AuEQ (5.54 Moz gold grading 0.74 g/t, 0.85 Blb copper grading 0.16 %, 45.08 Moz silver grading 5.99 g/t), with a pit constrained cut-off of 0.5 g/t AuEQ and an underground cut-off of 0.7 g/t AuEQ. The Goldstorm Deposit has been categorized into three dominant mineral domains and several smaller mineral domains. The CS-600 Domain largely consists of an intermediate intrusive stock and hosts the majority of the copper mineralization within the Goldstorm Deposit. CS-600 has an Indicated Mineral Resource of 9.86 Moz AuEQ grading 1.10 g/t AuEQ (6.22 Moz gold grading 0.70 g/t, 1.98 Blbs copper grading 0.32 %, 51.1 Moz silver grading 5.71 g/t) and an Inferred Mineral Resource of 3.71 Moz AuEQ grading 1.19 g/t AuEQ (2.32 Moz gold grading 0.75 g/t, 0.76 Blb copper grading 0.36%, 18.71 Moz silver grading 6.01 g/t). The Goldstorm Deposit remains open in all directions and requires further exploration drilling to determine the size and extent of the deposit.

¹ AuEQ = Au g/t + (Ag g/t*0.0098765) + (Cu ppm*0.0001185)

Qualified Person

The Qualified Person for this news release for the purposes of National Instrument 43-101 is the Company’s President and CEO, Ken Konkin, P.Geo. He has read and approved the scientific and technical information that forms the basis for the technical disclosure contained in this news release.

About Tudor Gold

TUDOR GOLD CORP. is a precious and base metals exploration and development company with claims in British Columbia’s Golden Triangle (Canada), an area that hosts producing and past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (in which TUDOR GOLD has a 60% interest) borders Seabridge Gold Inc.’s KSM property to the southwest and borders Newmont Corporation’s Brucejack property to the southeast.

ON BEHALF OF THE BOARD OF DIRECTORS OF

TUDOR GOLD CORP.

“Ken Konkin”

Ken Konkin
President and Chief Executive Officer

For further information, please visit the Company’s website at www.tudor-gold.com or contact:

Chris Curran
Head of Corporate Development and Communications
Phone: (604) 559 8092
E-Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

or

Carsten Ringler
Head of Investor Relations and Communications
Phone: +49 151 55362000
E-Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Neither 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.

Cautionary Statements regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the completion and anticipated results of planned exploration activities, the ability of the Company to complete the Offering on the proposed terms or at all, the anticipated use of proceeds from the Offering and receipt of regulatory approvals with respect to the Offering. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connation thereof.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company’s planned exploration activities will be completed in a timely manner, that the Company will be able to complete the Offering on the terms as anticipated by management, that the Company will use the proceeds of the Offering as anticipated, and that the Company will receive regulatory approval with respect to the Offering. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include the risk that the Company will not be able to complete the Offering on the terms as anticipated by management or at all, that the Company will not use the proceeds of the Offering as anticipated, that the Company will not receive regulatory approval with respect to the Offering, risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

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December 4, 2023
Brunswick Exploration Announces Closing of C$5.7 Million Non-Brokered Private Placement

2023-11-17 20:00:22

MONTREAL, Nov. 17, 2023 (GLOBE NEWSWIRE) — Brunswick Exploration Inc. (“Brunswick” or the “Corporation”) (TSX-V: BRW) is pleased to announce that it has closed its previously announced non-brokered private placement for aggregate gross proceeds of $5,700,000 consisting of the issuance of 1,519,057 Québec flow-through shares of the Corporation at a price of $1.15 per share and 3,593,714 National flow-through shares of the Corporation at a price of $1.10 per share (the “Offering”).

The Corporation expects to use the gross proceeds from the Offering for Phase 2 drilling at the Mirage Project and to drill test advanced targets starting with the Arwen discovery at the Elrond Project in Q1 2024.

In connection to this Offering, the Corporation paid cash finders fees of $260,756 to arm’s length third parties.

The Offering was carried out pursuant to prospectus exemptions of applicable securities laws and is subject to final acceptance by the TSX Venture Exchange. All securities issuable pursuant to the Offering are subject to a statutory 4-month and one day hold period expiring on March 18, 2024 in accordance with applicable securities legislation.

Insiders of the Corporation have participated in the Offering and subscribed to an aggregate of 232,218 flow-through shares. Such participation in the Offering is a “related party transaction” as defined in Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101“). The Offering is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 as neither the fair market value of the securities issued to insiders nor the consideration for such securities by insiders exceed 25% of the Corporation’s market capitalization.

About Brunswick

The Corporation is a Montreal-based mineral exploration venture listed on the TSX Venture Exchange under symbol BRW. The Corporation is focused on grassroot exploration for metals necessary to decarbonization and energy transition with a particular focus on lithium. The Corporation is rapidly advancing the most extensive grassroots lithium project portfolio in North America with holdings in Québec, Ontario, Saskatchewan, Manitoba and Atlantic Canada.

Investor Relations/information:

Mr. Killian Charles, President and CEO
This email address is being protected from spambots. You need JavaScript enabled to view it.
(514) 940-0670

Cautionary Statement on Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Any information contained herein that is not based on historical facts may be deemed to constitute forward looking information within the meaning of Canadian securities laws. Forward-looking information may be identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. Forward-looking information may include, but is not limited to: the intended use of proceeds of the Offering and the receipt of final approval from the TSX Venture Exchange. Investors are cautioned that forward-looking information is not based on historical facts but instead reflects estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the information is provided.

Although the Corporation believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of the Corporation and no assurance can be given that such events will occur in the disclosed time frames or at all. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include but are not limited to: the decision by management of the Corporation to utilize the proceeds of the Offering in a different manner than described herein; and changing global financial conditions, especially in light of the COVID-19 global pandemic; and those risks set out in the Corporation’s public documents filed on SEDAR at www.sedar.com.The Corporation 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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November 17, 2023
Hercules Silver Announces Closing of Strategic C$23.39 Million Investment by Barrick Gold

2023-11-07 08:19:15

Toronto, Ontario–(Newsfile Corp. – November 7, 2023) – Hercules Silver Corp. (OTCQB: BADEF) (FSE: 8Q7) (“Hercules Silver” or the “Company“) (TSXV: BIG) today announced completion of the previously announced non-brokered private placement (the “Placement“), resulting in Barrick Gold Corporation (“Barrick“) subscribing for 21,265,370 units of Hercules Silver (the “Units“) at a price of C$1.10 per Unit for gross proceeds to Hercules Silver of C$23,391,907. The Placement represents a significant step towards the equity requirements to fund the Hercules Project and a strategic investment by Barrick in Hercules Silver.

Each Unit consisted of one common share of Hercules (each, a “Hercules Share“) and 0.32 of a common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant has a term of two years and entitles the holder thereof to purchase one Hercules Share for a price of C$1.32 per Hercules Share.

With the closing of the Placement, Barrick now owns 12.33% of the issued and outstanding Hercules Shares on a non-diluted post-transaction basis and 15.02% of the outstanding Hercules Shares on a partially-diluted post-transaction basis, assuming exercise of all Warrants.

The proceeds from the Placement will be used by Hercules Silver to explore the Company’s Hercules Project located in western Idaho.

All securities issued in connection with the Placement are subject to a four-month-and-one-day statutory hold period expiring March 8, 2024 in accordance with applicable securities laws.

In connection with the Placement, Hercules Silver and Barrick also entered into an investor rights agreement, whereby, among other things, Barrick was granted certain participation rights, top-up rights, information rights and rights of first refusal, all as more particularly described in the Company’s news release dated November 6, 2023.

Advisors

Gowling WLG (Canada) LLP acted as Canadian legal counsel to Hercules Silver and Davies Ward Phillips & Vineberg LLP acted as Canadian legal counsel to Barrick.

About Hercules Silver Corp.

Hercules Silver Corp. is a junior mining company focused on the exploration and development of the 100% owned Hercules Silver Project, northwest of Cambridge, Idaho.

The Hercules project is a disseminated silver-lead-zinc system with 28,000 meters of historical drilling across 3.5 kilometers of strike. The additional discovery of a new porphyry copper system at depth in 2023 adds significant upside potential to the Property. The Company is well positioned for growth through the drill bit, having completed extensive surface exploration consisting of soil & rock sampling, geological mapping, IP geophysics.

The Company’s management team brings significant exploration experience through the discovery and development of numerous precious metals projects worldwide.

About Barrick Gold

Barrick is a senior gold mining company organized under the laws of the Province of British Columbia. Barrick’s corporate office is located at Brookfield Place, TD Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, Ontario M5J 2S1.

For further information please contact:

Chris Paul
CEO & Director
Telephone +1 (604) 670-5527
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

The securities issued pursuant to the Placement have not and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws of an exemption from such registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.

Disclaimer for Forward-Looking Information

This news release contains certain information that may be deemed “forward-looking information” with respect to the Company within the meaning of applicable securities laws. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. Forward-looking information in this press release include, without limitation, obtaining final approval of the TSX Venture Exchange; and the risks and uncertainties related to the use of proceeds of the Placement.

Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; the Covid-19 pandemic; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate, future legislative and regulatory developments in the mining sector; the Company’s ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company’s expectations, as well as other assumptions risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company’s public disclosure documents filed on the SEDAR website at www.sedar.com.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF HERCULES SILVER AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE HERCULES SILVER MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

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 press release.

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November 7, 2023
West Red Lake Gold Mines Announces C$10 Million Private Placement of Units

2023-11-06 15:04:40

VANCOUVER, BC, Nov. 6, 2023 /CNW/ – West Red Lake Gold Mines Ltd. (“West Red Lake Gold” or “WRLG” or the “Company”) (TSXV: WRLG) (OTCQB: WRLGF) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and Eight Capital to act as co-lead agents on behalf of a syndicate of agents (collectively, the “Agents”) in connection with a “best efforts” private placement of 19,235,000 units of the Company (each, a “Unit”) at a price of C$0.52 per Unit (the “Offering Price”) for gross proceeds of C$10,002,200 (the “Offering”).

Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant of the Company (each a “Warrant”). Each Warrant will entitle the holder to acquire one common share of the Company for 36 months from the closing of the Offering at a price of C$0.68.

The Agents will have an option (the “Agents’ Option”) to increase the size of the Offering by up to C$1,508,000 through the sale of an additional 2,900,000 Units at the Offering Price, which Agents’ Option is exercisable, in whole or in part, at any time up to 48 hours prior to the Closing Date (defined herein).

The net proceeds received from the Offering will be used to advance the Company’s mineral properties in Ontario, as well as for working capital and general corporate purposes.

It is anticipated that closing of the Offering will occur on or about November 28, 2023 (the “Closing Date”), or such other date or dates as the Company and the Underwriters may agree. The Offering is subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange. The securities sold under the Offering will have a hold period in Canada of four months and one day from the closing date in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

ABOUT WEST RED LAKE GOLD MINES

West Red Lake Gold Mines Ltd. is a mineral exploration company that is publicly traded and focused on advancing and developing its flagship Madsen Gold Mine and the associated 47 km² highly prospective land package in the Red Lake district of Ontario. The highly productive Red Lake Gold District of Northwest Ontario, Canada has yielded over 30 million ounces of gold from high-grade zones and hosts some of the world’s richest gold deposits. WRLG also holds the wholly owned Rowan Property in Red Lake, with an expansive property position covering 31 km² including three past producing gold mines – Rowan, Mount Jamie, and Red Summit.

ON BEHALF OF WEST RED LAKE GOLD MINES LTD.

“Shane Williams”

Shane Williams
President & Chief Executive Officer

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.

Certain statements contained in this news release constitute “forward-looking statements”. These forward-looking statements include statements in respect closing of the Offering and use of proceeds of the Offering. When used in this document, the words “anticipated”, “expect”, “estimated”, “forecast”, “planned”, and similar expressions are intended to identify forward-looking statements or information. These statements are based on current expectations of management, however, they are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from the forward-looking statements in this news release. Readers are cautioned not to place undue reliance on these statements. West Red Lake Gold Mines Ltd. does not undertake any obligation to revise or update any forward- looking statements as a result of new information, future events or otherwise after the date hereof, except as required by securities laws. The Company seeks safe harbour.

For more information on the Company, investors should review the Company’s continuous disclosure filings that are available at www.sedarplus.ca.

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November 6, 2023
Ero Copper Announces US$105 Million Bought Deal Financing

2023-11-06 14:13:23

VANCOUVER, British Columbia, Nov. 06, 2023 (GLOBE NEWSWIRE) — Ero Copper Corp. (TSX: ERO, NYSE: ERO) (“Ero” or the “Company”) has announced today that it has entered into an agreement with a syndicate of underwriters, led by BMO Capital Markets (collectively, the “Underwriters”), under which the Underwriters have agreed to purchase, on a bought deal basis, 8,510,000 common shares (the “Common Shares”), at a price of US$12.35 per Common Share for gross proceeds of approximately US$105 million (the “Offering”). The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any, and for market stabilization purposes. The Offering is expected to close on or about November 14, 2023 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange and New York Stock Exchange.

The net proceeds from the Offering will be used to advance growth initiatives at the Company’s Tucumã Project and Caraíba Operations, advance regional exploration programs, as well as for general corporate and working capital purposes.

The Common Shares are being offered for sale pursuant to the Offering in all of the provinces and territories of Canada, other than Quebec, by way of a Canadian prospectus supplement (the “Prospectus Supplement”) to the Company’s Canadian short form base shelf prospectus dated August 18, 2023 (the “Base Shelf Prospectus”). The Common Shares are being offered for sale in the public offering in the United States pursuant to an effective registration statement on Form F-10 (the “Registration Statement”) filed under the Canada/U.S. multi-jurisdictional disclosure system. Before investing, prospective purchasers in Canada should read the Prospectus Supplement, the Base Shelf Prospectus, and the documents incorporated by reference therein, and prospective purchasers in the United States should read the Registration Statement and the documents incorporated by reference therein for more complete information about the Company and the Offering. Common Shares may also be offered on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions.

Copies of the Prospectus Supplement, the Base Shelf Prospectus, and the Registration Statement, when available, may be obtained upon request in Canada by contacting BMO Nesbitt Burns Inc., Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it., and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.. Copies of the applicable offering documents, when available, can be obtained free of charge under the Company’s profile on SEDAR+ at www.sedarplus.ca/ landingpage/ and EDGAR at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT ERO COPPER CORP

Ero is a high-margin, high-growth, low carbon-intensity copper producer with operations in Brazil and corporate headquarters in Vancouver, B.C. The Company’s primary asset is a 99.6% interest in the Brazilian copper mining company, Mineração Caraíba S.A. (“MCSA”), 100% owner of the Company’s Caraíba Operations (formerly known as the MCSA Mining Complex), which are located in the Curaçá Valley, Bahia State, Brazil and include the Pilar and Vermelhos underground mines and the Surubim open pit mine, and the Tucumã Project (formerly known as Boa Esperança), an IOCG-type copper project located in Pará, Brazil. The Company also owns 97.6% of NX Gold S.A. (“NX Gold”) which owns the Xavantina Operations (formerly known as the NX Gold Mine), comprised of an operating gold and silver mine located in Mato Grosso, Brazil. Additional information on the Company and its operations, including technical reports on the Caraíba Operations, Xavantina Operations and Tucumã Project, can be found on SEDAR+ (www.sedarplus.ca/ landingpage/), and on EDGAR (www.sec.gov). The Company’s shares are publicly traded on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “ERO”.

FOR MORE INFORMATION, PLEASE CONTACT

Courtney Lynn, SVP, Corporate Development, Investor Relations & Sustainability
(604) 335-7504
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CAUTION REGARDING FORWARD LOOKING INFORMATION AND STATEMENTS

This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Forward-looking statements include statements that use forward-looking terminology such as “may”, “could”, “would”, “will”, “should”, “intend”, “target”, “plan”, “expect”, “budget”, “estimate”, “forecast”, “schedule”, “anticipate”, “believe”, “continue”, “potential”, “view” or the negative or grammatical variation thereof or other variations thereof or comparable terminology. Forward-looking statements may include, but are not limited to, statements with respect to the general terms of the Offering, the closing date of the Offering, regulatory approvals in respect of the Offering, and the use of proceeds from the Offering.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual results, actions, events, conditions, performance or achievements to materially differ from those expressed or implied by the forward-looking statements, including, without limitation, risks discussed in this press release and in the Base Shelf Prospectus and the documents incorporated by reference therein. The risks discussed in this press release and in the Base Shelf Prospectus and the documents incorporated by reference therein are not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results, actions, events, conditions, performance or achievements to differ materially from those contained in forward-looking statements, there may be other factors that cause results, actions, events, conditions, performance or achievements to differ from those anticipated, estimated or intended.

Forward-looking statements are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve statements about the future and are inherently uncertain, and the Company’s actual results, achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to herein and in the Base Shelf Prospectus and the documents incorporated by reference therein.

The Company’s forward-looking statements are based on the assumptions, beliefs, expectations and opinions of management on the date the statements are made, many of which may be difficult to predict and beyond the Company’s control. In connection with the forward-looking statements contained in this press release and in the Base Shelf Prospectus and the documents incorporated by reference therein, the Company has made certain assumptions about, among other things: continued effectiveness of the measures taken by the Company to mitigate the possible impact of COVID-19 on its workforce and operations; favourable equity and debt capital markets; the ability to raise any necessary additional capital on reasonable terms to advance the production, development and exploration of the Company’s properties and assets; future prices of copper, gold and other metal prices; the timing and results of exploration and drilling programs; the accuracy of any mineral reserve and mineral resource estimates; the geology of the Caraíba Operations, the Xavantina Operations and the Tucumã Project being as described in the respective technical report for each property; production costs; the accuracy of budgeted exploration, development and construction costs and expenditures; the price of other commodities such as fuel; future currency exchange rates and interest rates; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; work force continuing to remain healthy in the face of prevailing epidemics, pandemics or other health risks (including COVID-19), political and regulatory stability; the receipt of governmental, regulatory and third party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits on favourable terms; requirements under applicable laws; sustained labour stability; stability in financial and capital goods markets; availability of equipment; positive relations with local groups and the Company’s ability to meet its obligations under its agreements with such groups; and satisfying the terms and conditions of the Company’s current loan arrangements. Although the Company believes that the assumptions inherent in forward-looking statements are reasonable as of the date of this press release, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements contained in this press release. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements contained herein are made as of the date of this press release and the Company disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.

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November 6, 2023
Golden Minerals Announces US$4.2 Million Public Offering

2023-11-06 07:19:44

GOLDEN, Colo. / Nov 06, 2023 / Business Wire / Golden Minerals Company (“Golden Minerals”, “Golden” or the “Company”) (NYSE American: AUMN and TSX: AUMN) is pleased to announce the pricing of its public offering of an aggregate of 6,000,000 shares of its common stock (or common stock equivalents in lieu thereof), Series A warrants to purchase up to 6,000,000 shares of common stock and Series B warrants to purchase up to 3,000,000 shares of common stock, at a public offering price of $0.70 per share of common stock (or common stock equivalent in lieu thereof) and accompanying warrants. The Series A warrants will have an exercise price of $0.70 per share, will be exercisable immediately and will expire five years after the initial exercise date, and the Series B warrants will have an exercise price of $0.70 per share, will be exercisable immediately and will expire 18 months after the initial exercise date. The offering is expected to close on or about November 8, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $4.2 million, prior to deducting placement agent’s fees and other offering expenses payable by Golden. Golden intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-274403) that was initially filed with the Securities and Exchange Commission (the “SEC”) on September 7, 2023, and declared effective on November 6, 2023. The offering the securities described above is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at This email address is being protected from spambots. You need JavaScript enabled to view it.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Golden Minerals

Golden Minerals is a gold and silver mining company based in Golden, Colorado. The Company is primarily focused on resuming production at its Velardeña Properties and advancing its Yoquivo property in Mexico, and, through partner-funded exploration, advancing its El Quevar silver property in Argentina. The Company is also focused on acquiring and advancing selected mining properties in Mexico, Nevada and Argentina.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities legislation, including statements regarding the Company’s public offering of common stock and Series A and B warrants and gross proceeds from the public offering. These statements are subject to risks and uncertainties, including risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the proposed public offering. Golden Minerals assumes no obligation to update this information. Additional risks relating to Golden Minerals may be found in the periodic and current reports filed with the SEC by Golden Minerals, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Follow us at www.linkedin.com/company/golden-minerals-company/ and https://twitter.com/Golden_Minerals.

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November 6, 2023
New Found Gold Closes $56 Million Bought Deal Financing

2023-11-06 06:44:12

Mr. Collin Kettell reports:

VANCOUVER, British Columbia / Nov 06, 2023 / Business Wire / New Found Gold Corp. (TSXV:NFG | NYSE-A: NFGC) (“New Found” or the “Company”) is pleased to announce that it has closed its previously-announced “bought deal” public offering of 7,725,000 flow-through common shares of the Company (the “Flow-Through Shares”) that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) at a price of $7.25 per Flow-Through Share (the “Offering Price”) for aggregate gross proceeds of $56,006,250 (the “Offering”).

The Offering included significant participation by existing shareholders, representing approximately 50% of the issued shares from the Offering.

The Offering was completed pursuant to an underwriting agreement dated November 1, 2023, entered into among the Company and a syndicate of underwriters led by BMO Capital Markets and Canaccord Genuity Corp. and including Paradigm Capital Inc., Laurentian Bank Securities Inc., National Bank Financial Inc., Desjardins Securities Inc., Eight Capital and Roth Canada, Inc.

The gross proceeds of the Offering will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) (the “Qualifying Expenditures”) related to the Company’s Queensway Project located in Newfoundland, Canada on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2023.

Following completion of the Offering, the Company will have approximately $71.4M in cash and marketable securities.

The Flow-Through Shares were offered by way of a prospectus supplement in each of the Provinces and Territories of Canada (other than the Province of Quebec) and were also offered by way of a U.S. prospectus supplement forming part of the Company’s registration statement on Form F-10 in the United States. Copies of the prospectus supplement and documents incorporated by reference therein are available electronically on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval+ (“SEDAR+”) (www.sedarplus.ca) and the SEC’s Electronic Data Gathering and Retrieval System (“EDGAR”) (www.sec.gov) under New Found’s issuer profile.

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 New Found Gold Corp.

New Found holds a 100% interest in the Queensway Project, located 15km west of Gander, Newfoundland and Labrador, and just 18km from Gander International Airport. The project is intersected by the Trans-Canada Highway and has logging roads crosscutting the project, high voltage electric power lines running through the project area, and easy access to a highly skilled workforce. The Company is currently undertaking a 500,000m drill program at Queensway and is well funded for this program.

Please see the Company’s website at www.newfoundgold.ca and the Company’s SEDAR+ profile at www.sedarplus.ca.

Contact

To contact the Company, please visit the Company’s website and make your request through our investor inquiry form. Our management has a pledge to be in touch with any investor inquiries within 24 hours. Information on the Company’s website does not form a part of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

This press release contains certain “forward-looking statements” within the meaning of Canadian and U.S. securities legislation (including the Private Securities Litigation Reform Act of 1995), including statements relating to the use of proceeds of the Offering, the tax treatment of the Flow-Through Common Shares, and the funding of the drill program. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “aims”, “suggests”, “potential”, “goal”, “objective”, “prospective”, “possibly”, and similar expressions, or that events or conditions “will”, “would”, “may”, “can”, “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSXV or the NYSE American, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks related to: the tax treatment of the Charity Flow-Through Common Shares, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s Annual Information Form and Management’s Discussion and Analysis, publicly available through the SEDAR+ at www.sedarplus.ca or through the EDGAR at www.sec.gov for a more complete discussion of such risk factors and their potential effects.

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November 6, 2023
Atomic Minerals Announces Private Placement for Up to CDN $1.0 Million

2023-11-06 06:33:41

VANCOUVER, BC / ACCESSWIRE / November 6, 2023 / Atomic Minerals Corporation (“ATOMIC MINERALS” or the “Company”) (TSX Venture:ATOM) is pleased to announce that the Company will proceed with a Private Placement (the “Offering”) of up to 13,333,333 Units (“Units”) at $0.075 per Unit for gross proceeds of up to $1,000,000.

Each Unit shall consist of one Common Share and one transferrable Common Share purchase warrant (the “Warrant”). Each Warrant shall entitle the holder to purchase one Common Share at an exercise price of $0.10 per Common Share for a period of three (3) years following the date of closing.

The closing of the Offering is expected to occur one business day following receipt of all required regulatory approvals. The Offering may be closed in one or more tranches. The total number of units issued in connection with the Offering may be changed at the Company’s sole discretion.

Clive Massey, CEO of Atomic Minerals Corporation, commented, “This private placement is not just an investment in the company but an investment in the future of sustainable energy, and enables advancing its world-class exploration projects on the Colorado Plateau and the Athabasca Basin. With the price of uranium now surpassing $73.00, it’s evident that there’s an ever-increasing global demand for clean and sustainable energy sources. This upward trend is more than just numbers; it’s indicative of a paradigm shift in our global energy landscape. Our exploration projects stand at the forefront of this movement, poised to meet the growing demand and contribute to a cleaner, more sustainable world.”

The funds raised from the Offering will provide the necessary capital to enable the Company to focus on permitting its Dolores Anticline Property (the “Dolores“) for drilling. Dolores lies on the northern end of the Dolores Anticline, in San Miguel County, Colorado, at the southern end of the Uravan Mineral Belt (“Uravan“). Historic oil and gas, and uranium drilling on the nose and the flank of the Dolores anticline returned anomalous gamma ray spikes in the basal section of the Triassic Age Chinle Formation, indicating the potential presence of uranium mineralization. The past producing Bull Snake Mine further confirms the uranium potential of the Dolores anticline. The favorable sandstone unit within the Chinle, the Moss Back Member, clearly outcrops in the canyon of the Dolores River.

The Company will simultaneously commence the permitting process at the 10 Mile Property, where historic oil and gas drilling has also returned anomalous gamma ray spikes in the basal section of the Triassic Age Chinle Formation, again indicating the potential presence of uranium mineralization. Our Harts Point Project is currently joint ventured with Kraken Energy Corp. The uranium mineralization at all three of our U.S. properties was discovered through the study of drilling data previously generated by the oil and gas industry while exploring for future reserves. The Company has a further oil and gas database of over 13,000 drill holes. This financing will further contribute to the analysis of these holes for the presence of uranium mineralization as well as general working Capital.

The Private Placement is subject to the final acceptance of the TSX Venture Exchange.

Finder’s Fee

Subject to the availability of a registration and/or prospectus exemption, a Finder’s Fee (“Fee”) may be payable in cash, and/or through the issuance of finder’s warrants equivalent to up to 8% of the total number of Units sold under the Offering. This Fee can be applied to all or portions of the Offering. Each finder’s warrant is exercisable into one Common Share at a price of $0.10 per share, valid for two years from the date of Closing.

Qualified Person

Mr. R. Tim Henneberry, P.Geo. (BC), an advisor to the Company, is the “Qualified Person” under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and is responsible for the technical contents of this news release and has approved the disclosure of the technical information contained herein.

About the Company

Atomic Minerals Corp. is a publicly listed exploration company on the TSX Venture Exchange, trading under the symbol ATOM. Led by a highly skilled management and technical team with a proven track record in the junior mining sector. Our objective at Atomic Minerals is to identify exploration opportunities in regions that have been previously overlooked but are geologically similar to those with previous uranium discoveries. These underexplored areas hold immense potential and are in stable geopolitical and economic environments.

Currently, our property portfolio contains Uranium projects with significant technical merit in two locations known for hosting Uranium production in the past. we have three on the Colorado Plateau, within the continental United States. The plateau has previously produced 597 million pounds of U₃O₈ The other three are in the prolific Athabasca region in Saskatchewan, Canada.

For additional information, please visit the Company’s website at www.atomicminerals.ca

ON BEHALF OF THE BOARD OF DIRECTORS

“Clive Massey”
Clive H. Massey
President & CEO

For further information, please contact:

Dave Langlais
(778) 316-5105

Neither TSX Venture Exchange nor their 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.

Forward-Looking Statements:

This news release contains certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Atomic Minerals Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Atomic Minerals Corporation management on the date the statements are made. Except as required by law, Atomic Minerals Corporation undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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November 6, 2023
Mayfair Gold Announces Closing of Private Placement Financings for Gross Proceeds of $12 Million

2023-11-03 13:50:50

VANCOUVER, British Columbia, Nov. 03, 2023 (GLOBE NEWSWIRE) — Mayfair Gold Corp. (“Mayfair” or the “Company”) (TSX-V: MFG; OTCQB: MFGCF) today announced the closing of its previously announced private placement of flow-through and non-flow-through common shares (the “Offering”) for aggregate gross proceeds of $12,047,000.

The Company issued 2,040,000 common shares on a charity flow-through basis (the “FT Shares”) at a price per FT Share of $2.94, and 2,881,000 non-flow-through common shares (the “Shares”) at a price of per common share of $2.10. The Offering price per FT Share represents a premium of 38% over the closing price of Mayfair Gold common shares on the TSX.V on October 10, 2023.

The FT Shares and Shares issued under the Offering are subject to a four month hold period expiring on March 3, 2024. Finder’s fees were paid on a portion of the Offering.

All proceeds from the sale of FT Shares will be used for expenditures that qualify as Canadian Exploration Expenses (CEE) within the meaning of the Income Tax Act (Canada). The Company will renounce such CEE expenditures with an effective date of no later than December 31, 2023.

The net proceeds of the Shares issued under the Offering will be used to further Mayfair’s successful exploration program, and engineering and metallurgical studies at the Fenn-Gib gold project in the Timmins region of Ontario. A portion of the net proceeds will be reserved for working capital.

An investment fund was issued 2,286,000 Shares under the Offering. The fund owns shares of the Company constituting in aggregate more than 10% of the Company’s issued and outstanding capital. Accordingly, the fund’s subscription constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions (“MI 61-101”).

The issuance of the Shares to the related party was exempt from the valuation requirement of MI 61-101 under the exemption in section 5.5(b) of MI 61-101 in that the Company’s shares are not listed on a specified market, and was also exempt from the minority shareholder approval requirements of MI 61-101 under the exemption in section 5.7(a) of MI 61-101 in that the fair market value of the consideration for the securities issued to the related parties did not exceed 25% of the Company market capitalization.

None of the securities sold under the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell nor 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 Mayfair

Mayfair Gold is a Canadian mineral exploration company focused on advancing the 100% controlled Fenn-Gib gold project in the Timmins region of Northern Ontario. The Fenn-Gib gold deposit is Mayfair’s flagship asset and currently hosts an updated NI 43-101 resource estimate with an effective date of April 6, 2023 with a total Indicated Resource of 113.69M tonnes containing 3.38M ounces at a grade of 0.93 g/t Au and an Inferred Resource of 5.72M tonnes containing 0.16M ounces at a grade of 0.85 g/t Au at a 0.40 g/t Au cut-off grade (Source: Tim Maunula, P. Geo., of T. Maunula & Associates Consulting Inc., who is deemed a qualified person as defined by NI 43-101). The Fenn-Gib deposit has a strike length of over 1.5km with widths ranging over 500m. The gold mineralized zones remain open at depth and along strike to the east and west. Recently completed metallurgical tests confirm that the Fenn-Gib deposit can deliver robust gold recoveries of up to 94%.

For further information contact:

Patrick Evans, President and CEO
Phone: (480) 747-3032
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Web: www.mayfairgold.ca

Forward Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements“) that relate to Mayfair’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.

Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Mayfair’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward- looking statements. Such risks and uncertainties include, but are not limited to, the impact and progression of the COVID-19 pandemic and other factors. Mayfair undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Mayfair to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

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 news release.

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November 3, 2023
Pan Global Resources Completes Upsized $6 Million Private Placement Financing

2023-11-01 16:45:25

VANCOUVER, BC, Nov. 1, 2023 /CNW/ – Pan Global Resources Inc. (“Pan Global” or the “Company”) (TSX-V: PGZ; OTCQX: PGZFF) announces today the closing of its upsized $6 million non-brokered private placement financing. (All dollar amounts in this media release refer to Canadian dollars.)

The Company announced on October 4, 2023, that it had arranged a non-brokered private placement financing of up to 10,000,000 units (the “Units“) of securities at a price of $0.20 per Unit for aggregate gross proceeds of up to $2 million (the “Offering“). On October 19, 2023, the Company advised it would issue up to 30,000,000 Units for aggregate gross proceeds of up to $6 million in an upsized Offering. Each Unit is comprised of one (1) common share and one (1) non-transferable common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.30 for a period of three (3) years from closing of the Offering, subject to acceleration of the expiry date of the term.

A total of 30,350,000 Units were issued upon the close of this Offering, for gross proceeds of $6,070,000.

The securities issued pursuant to this private placement are subject to a four-month hold period in Canada and will be subject to U.S. resale restrictions under U.S. securities laws. Finders fees were paid on a portion of the Offering.

Two officers and one director of the Company subscribed for and were issued an aggregate of 776,280 Units under the Offering. These subscriptions each constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions (“MI 61-101“).

The issuance of the Units to the related parties was exempt from the valuation requirement of MI 61-101 under the exemption in section 5.5(b) of MI 61-101 in that the Company’s shares are not listed on a specified market, and was also exempt from the minority shareholder approval requirements of MI 61-101 under the exemption in section 5.7(a) of MI 61-101 in that the fair market value of the consideration for the securities issued to the related parties did not exceed 25% of the Company market capitalization.

The securities sold in the private placement have not been registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state or other jurisdictions’ securities laws. This media release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation, or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Pan Global Resources

Pan Global Resources Inc. is actively targeting copper-rich mineral deposits, given copper’s compelling supply-demand fundamentals and outlook for strong long-term prices as a critical metal for global electrification and energy transition. The Company’s flagship Escacena Project is located in the prolific Iberian Pyrite Belt in southern Spain, where infrastructure, mining and professional expertise, and support for copper as a Strategic Raw Material by the European Commission collectively define a tier-one jurisdiction for mining investment. The Pan Global team comprises proven talent in exploration, development, and mine operations – all of which are committed to operating safely and with utmost respect for the environment and our partnered communities.

On behalf of the Board of Directors

www.panglobalresources.com

Forward-looking statements

Statements which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future. It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. The Company believes that the expectations reflected in the forward-looking information included in this media release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Risks and uncertainties include, but are not limited to, economic, competitive, governmental, environmental, and technological factors that may affect the Company’s operations, markets, products, and prices. Important factors that could cause actual results to differ materially from the Company’s expectations include risks and uncertainties disclosed in the Company’s Management Discussion and Analysis of its audited financial statements filed with the British Columbia Securities Commission. Copies of the Company’s Management Discussion and Analysis of its audited financial statements may be obtained at no charge by visiting our Investors website at www.panglobalresources.com or at www.sedar.com.

The forward-looking information contained in this media release is based on information available to the Company as of the date of this media release. Except as required under applicable securities legislation, the Company does not intend, and does not assume any obligation, to update this forward-looking information.

NEITHER 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.

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November 1, 2023

Sierra Madre Increases M&I Silver-Equivalent Resources at La Guitarra by 373% to 27.2 million Ounces, Inferred Silver- Equivalent Resource Increased 204%to 20.2 million Ounces

2023-11-01 07:10:58

VANCOUVER, BC / ACCESSWIRE / November 1, 2023 / Sierra Madre Gold and Silver Ltd. (TSXV:SM) (OTCQX:SMDRF) (“Sierra Madre” or the “Company”) is pleased to announce its first project-wide Resource Estimate for the La Guitarra silver-gold mine and the Temascaltepec mining district in Estado de Mexico, Mexico. TechSer Mining Consultants Ltd. (“TechSer”) of Vancouver B.C. prepared the Mineral Resource Estimate, David Thomas, P.Geo. and QP Geology and Cristian Garcia, P.Eng. and QP Mining. The following tabulates the La Guitarra estimated Mineral Resources.

Table 1: Summary La Guitarra 2023 Mineral Resource Estimate, David G. Thomas P. Geo (Effective Date: October 24, 2023)

Class	Tonnes	AgEq (g/t)	Ag (g/t)	Au (g/t)	AgEq Ozs	Ag Ozs	Au Ozs
Indicated	3,842,000	220	146	0.96	27,207,000	18,073,000	118,000
Inferred	4,105,000	153	113	0.52	20,199,000	14,937,000	68,000

See notes following Table 3

Gregory K. Liller states, “I am extremely pleased with the results of the new mineral resource estimation. This study validates our belief that La Guitarra has a significantly overlooked resource base. Since April, our staff has been working on validating the project-wide database, incorporating historical data, auditing the previously mined areas, and refining the geologic interpretation of the vein and models. The next step to re-opening the Guitarra mine will be a Mine and Restart Plan due in the first quarter of 2024; consisting of a capital and operating cost study, the results of which will be used to evaluate the economic potential of the mine.”

The following tabulates the Mineral Resource Estimates by Classification and Area;

Table2: Indicated Mineral Resource Estimate

Area	Tonnes	AgEq (g/t)	Ag (g/t)	Au (g/t)	AgEq Ozs	Ag Ozs	Au Ozs
Nazareno	310,000	257	215	0.55	2,564,000	2,141,000	5,000
Coloso	432,000	346	221	1.61	4,806,000	3,071,000	22,000
Guitarra	1,649,000	220	123	1.25	11,664,000	6,544,000	66,000
Sub-Total	2,391,000	248	153	1.22	19,034,000	11,756,000	93,000
Los Angeles	690,000	177	109	0.87	3,919,000	2,419,000	19,000
Mina De Agua	761,000	174	159	0.19	4,255,000	3,899,000	5,000
Total Indicated	3,842,000	220	146	0.96	27,208,000	18,074,000	117,000

Table 3: Inferred Mineral Resource Estimate

Area	Tonnes	AgEq (g/t)	Ag (g/t)	Au (g/t)	AgEq Ozs	Ag Ozs	Au Ozs
Nazareno	754,000	252	229	0.29	6,096,000	5,554,000	7,000
Coloso	374,000	317	213	1.34	3,810,000	2,565,000	16,000
Guitarra	293,000	180	113	0.87	1,690,000	1,059,000	8,000
Sub-Total	1,421,000	254	201	0.68	11,596,000	9,178,000	31,000
Los Angeles	66,000	157	76	1.05	333,000	161,000	2,000
Mina De Agua	545,000	188	178	0.13	3,301,000	3,120,000	2,000
Subtotal UG Mine	2,032,000	233	191	0.55	15,230,000	12,459,000	35,000
Inferred Tailings	2,073,000	75	37	0.48	4,968,000	2,475,000	32,000
Total Inferred	4,105,000	153	113	0.52	20,198,000	14,934,000	67,000

(1) Notes for Mineral Resource Estimate:

Canadian Institute of Mining Metallurgy and Petroleum (“CIM”) definition standards were followed for the resource estimate.
The 2023 resource models used nominal cutoff grades which are based on mining and milling costs of US$50 for cut and fill mining, US$38 per tonne for long-hole,
A net payable recovery of 70% (historical plant recovery plus an allowance for smelter deductions, refining costs, and concentrate transportation)
Silver price of US$22 and a gold price of $1700 and a Gold Silver Ration of 77.27:1.
Assays were capped at 825 g/t for silver and 6.55 g/t for gold
Variable cut-off by deposit
1. Nazareno and Coloso – Block Model 135 AgEq cut-off grade (COG) and a 1 m Minimum True Thickness
2. Guitarra – Polygonals Estimates 135 g/t AgEq COG and a 1 m Minimum Horizontal Width
3. Los Angeles – Block Model Long Hole Mining 90 g/t AgEq COG
4. Mina De Agua – East District Polygonal Estimate 135 g/t AgEq COG or 90 g/t AgEq COG and > 2 m Horizontal Width
5. The tailings used a 30 g/t AgEq COG.
Mineral Resources that are not mineral reserves do not have economic viability. Numbers may not add due to rounding.
Numbers may not add due to rounding.
The estimate of mineral resources may be materially affected by: metal prices and exchange rate assumptions; changes in local interpretations of mineralization geometry and continuity; changes to grade capping, density and domain assignments; changes to geotechnical, mining and metallurgical recovery assumptions; ability to maintain environmental and other regulatory permits and ability to maintain the social license to operate
The 2023 resource estimate is prepared by David Thomas P.Geo. and Q.P. and Cristian Garcia P.Eng. and QP, of TechSer in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects. David Thomas and Cristian Garcia are independent qualified person (“QP’s”) as defined by National Instrument 43-101. A full technical report, which is being prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects, will be filed and available under the Company’s SEDAR profile at www.sedar.com within 45 days of this news release.

Coloso and Nazareno Development Details

The Coloso mine supplied most of La Guitarra’s production from 2015 to 2018 before being placed on care and maintenance. The Coloso and Narareno block models utilized wireframe models developed by First Majestic Silver which have been validated. The Coloso veins average width is 1.5 meters and the Nazareno veins have an average width of 4.3 meters. The Coloso mine has over 12 kilometres (“km”) of existing and accessible ramps, haulage ways, cross cuts, ventilation shafts, and development drives. The Nazareno mineralization is accessed from the Coloso workings by a one km meter haulage way and was under development when the mine was closed.

Figure 1: Nazareno and Coloso Development Section

Guitarra Mine Details

The Guitarra Indicated Resources are contained in seven veins with a weighted average width (width x tonnes) for the Indicated Resources of 3.4 meters. The Guitarra mine has approximately 40 km of haulage ways, ramps, crosscuts, raises, and development drives. It is accessed from the surface at five primary levels along with several other hillside adits. A decline ramp accesses the San Rafael 1 and 2 areas and has two ventilation shafts.

Figure 2: Guitarra Mine Section

Sierra Madre management recognized that portions of the Guitarra veins and Santa Ana in the East District might be amenable to long-hole mining based on their previous mining experience at the Property and historic mining methods. The Los Angeles area in the Guitarra mine was found to have vein and stockwork mineralization in a configuration that could be amenable to long-hole mining methods. The Los Angeles mineralization is accessible on three haulage way levels, several ramps, and multiple development drives. Existing ore passes on the La Cruz, Los Angeles, San Francisco, and Garambullo levels connect to the San Rafael haulage way, the primary haulage way to the Guitarra flotation plant.

Figure 3: Los Angeles Section

Tlacotal Project

The Santa Ana vein (also known as Mina de Agua shown in Table 2 and Table 3) in the East District has an average width of 7.1 meters. First Majestic completed an approved Environmental Impact Statement (MIA) to develop Santa Ana. The operating area is called La Tlacotal, and the Company has a long-term land use agreement on the surface.

Figure 4: Tlacotal Project Details

Sierra Madre will participate in a webinar at 2pm ET on Thursday November 2^nd to discuss the updated resource. Participants can register here: https://us02web.zoom.us/webinar/register/WN_P5yt6om8SH-DbU22oAgppA.

The session will also be live streamed and a replay will be posted on the Adelaide Capital YouTube Channel here: https://www.youtube.com/channel/UC7Jpt_DWjF1qSCzfKlpLMWw.

Qualified Person

Mr. Gregory Smith, P. Geo, Director of Sierra Madre, is a Qualified Person as defined by NI 43-101, and has reviewed and approved the technical data and information contained in this news release. Mr. Smith has verified the technical and scientific data disclosed herein.

About Sierra Madre

Sierra Madre Gold & Silver (TSX.V:SM)(OTCQX:SMDRF) is a precious metals development and exploration company, focused on evaluating the potential of restarting the La Guitarra Mine in the Temascaltepec mining district, Mexico, and the exploration and development of its Tepic and La Tigra properties in Nayarit, Mexico. The La Guitarra Mine is a permitted, past-producing underground mine which includes a 500 t/d processing facility that operated until mid-2018.

The +2,600 ha Tepic Project hosts low-sulphidation epithermal gold and silver mineralization with an existing historic resource. La Tigra, located 148 km north of Tepic, has been mined historically; Sierra Madre´s maiden 2022 drill program at the site intercepted shallow mineralization.

Sierra Madre´s management has played key roles for managing exploration and development of more than 22Moz gold and 600Moz silver in combined reserves and resources. Sierra Madre´s team of professionals has collectively raised over $1B for mining companies.

On behalf of the board of directors of Sierra Madre Gold and Silver Ltd.,

“Alexander Langer“

Alexander Langer
President, Chief Executive Officer and Director
+1 (604) 765-1604

Contact:

This email address is being protected from spambots. You need JavaScript enabled to view it.

Cautionary Note

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 news release.

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements with respect to the completion of the Transaction on the terms set out in the definitive agreement (or at all) and the ability of the Company to obtain requisite corporate and regulatory approvals for the Transaction, including but not limited to the approval of the Exchange, Mexican antitrust approval and other governmental approvals as currently anticipated.

In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including that the Company will be able to receive all required regulatory approvals by the timelines currently anticipated (or at all); and that the Company will be able to complete the Transaction on the terms of the definitive agreement. 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 complete Transaction on the terms set out in the definitive agreement (or at all) and the risk that the Company is unable to obtain requisite corporate and regulatory approvals, including but not limited to the approval of the TSX Venture Exchange, the Mexican antitrust approval and governmental approval as currently anticipated.

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.

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November 1, 2023

Radisson Mining Resources Announces Upsize of Previously Announced Private Placement to $5.5 Million

2023-10-31 03:34:24

ROUYN-NORANDA, Quebec, Oct. 31, 2023 (GLOBE NEWSWIRE) — Radisson Mining Resources Inc. (TSX-V: RDS, OTCQB: RMRDF) (“Radisson” or the “Corporation“) is pleased to announce that, due to strong demand, including from shareholders and institutional investors, its previously announced private placement (the “Offering”) is over-subscribed. The Company has elected to upsize the Offering for aggregate gross proceeds of up to $5,500,000 in any combination of: (i) units of the Corporation (the “Hard Units”) at a price of $0.18 per Hard Unit, (ii) class A shares of the Corporation to be issued as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “Tax Act”) and to be sold to purchasers in all provinces and territories of Canada, excluding Quebec (the “Federal FT Shares”) at price of $0.205 per Federal FT Share, (iii) class A shares of the Corporation to be issued as “flow-through shares” within the meaning of the Tax Act and to be sold to purchasers in the province of Quebec (the “Quebec FT Shares”) at a price of $0.225 per Quebec FT Share, and (iv) flow-through units to be sold to charitable purchasers (the “Charity FT Units”) at a price of $0.32 per Charity FT Unit.

Each Hard Unit will consist of one Class A common share of the Corporation and one-half of a Class A common share purchase warrant (each whole class A purchase warrant, a “Warrant”).

Each Charity FT Unit will consist of one class A of the Corporation to be issued as a “flow-through share” within the meaning of the Tax Act and one-half of a Warrant.

Each Warrant will entitle the holder thereof to acquire one additional Class A class A of the Corporation for a period of 24 months from the closing of the Offering (the “Closing”) at a price of $0.27.

Use of Proceeds

The gross proceeds received by the Corporation from the sale of the FT Shares will be used to incur Canadian Exploration Expenses (“CEE”) that are “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) on the O’Brien gold project in the Province of Québec, which will be renounced to the subscribers with an effective date no later than December 31, 2023, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of FT Shares. For purchasers of FT Shares resident in the Province of Québec, 10% of the amount of CEE will be eligible for inclusion in the deductible “exploration base relating to certain Québec exploration expenses” and 10% of the amount of the expenses will be eligible for inclusion in the deductible “exploration base relating to certain Québec surface mining exploration expenses” (as such terms are defined in the Taxation Act (Québec), respectively) giving rise to an additional 20% deduction for Québec tax purposes.

Closing of the Offering

The Offering is scheduled to close on or about November 16, 2023, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including that of the TSX Venture Exchange.

The securities being offered 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 release does not constitute an offer for sale of securities in the United States.

Radisson Mining Resources Inc.

Radisson is a gold exploration company focused on its 100% owned O’Brien project, located in the Bousquet-Cadillac mining camp along the world-renowned Larder-Lake-Cadillac Break in Abitibi, Quebec. The Bousquet-Cadillac mining camp has produced over 25,000,000 ounces of gold over the last 100 years. The project hosts the former O’Brien Mine, considered to have been Quebec’s highest-grade gold producer during its production.

For more information on Radisson, visit our website at www.radissonmining.com or contact:

Denis V. Lachance
Chairman, Interim President and CEO
819.806.3340
This email address is being protected from spambots. You need JavaScript enabled to view it.

Kristina Pillon
Manager, Investor Relations
604.908.1695
This email address is being protected from spambots. You need JavaScript enabled to view it.

Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to, those relating to the intended use of proceeds of the Offering, the development of the O’Brien project and generally, the above “About Radisson Mining Resources Inc.” paragraph which essentially describes the Corporation’s outlook, constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements and future events, could differ materially from those anticipated in such statements. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward looking information can be found in Radisson’s disclosure documents on the SEDAR website at www.sedar.com.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s endeavours to develop the O’Brien project and, more generally, its expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

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October 31, 2023
New Found Gold Announces C$56 Million Bought Deal Financing

2023-10-30 13:52:16

VANCOUVER, British Columbia, Oct. 30, 2023 (GLOBE NEWSWIRE) — New Found Gold Corp. (TSXV:NFG | NYSE-A: NFGC) (“New Found” or the “Company”) has announced today that it has entered into an agreement with BMO Capital Markets, on behalf of itself and a syndicate of underwriters (collectively, the “Underwriters”) led by BMO Capital Markets and Canaccord Genuity Corp., under which the Underwriters have agreed to buy, on a bought deal basis, 7,725,000 charity flow-through common shares of the Company (the “Charity Flow-Through Common Shares”) at a price of C$7.25 per Charity Flow-Through Common Share for aggregate gross proceeds of approximately C$56 million (the “Offering”). The Company has granted the underwriters an option, exercisable at the offering price up to 30 days following the closing of the Offering, to purchase up to an additional 15% of the Charity Flow-Through Common Shares issued in connection with the Offering. Each Charity Flow-Through Common Share will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada).

The Company intends to use gross proceeds from the financing to continue its exploration and drilling efforts at its Queensway Project.

The Charity Flow-Through Common Shares will be offered by way of a prospectus supplement in all of the provinces and territories of Canada, excluding Quebec. The Charity Flow-Through Common Shares will also be offered by way of a U.S. prospectus supplement forming part of the Company’s registration statement on Form F-10 in the United States. The Offering is expected to close on or about November 6, 2023 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange and the NYSE American.

Copies of the base shelf prospectus dated July 22, 2022 and prospectus supplement relating to the Offering, when available, may be obtained upon request in Canada by contacting BMO Nesbitt Burns Inc. (“BMO Capital Markets”), Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it., and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.. Copies of the base shelf prospectus and prospectus supplement, when available, can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca, and a copy of the registration statement and the prospectus supplement can be found on EDGAR at www.sec.gov.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Charity Flow-Through Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About New Found Gold Corp.

New Found holds a 100% interest in the Queensway Project, located 15km west of Gander, Newfoundland and Labrador, and just 18km from Gander International Airport. The project is intersected by the Trans-Canada Highway and has logging roads crosscutting the project, high voltage electric power lines running through the project area, and easy access to a highly skilled workforce. The Company is currently undertaking a 500,000m drill program at Queensway and is well funded for this program with cash and marketable securities of approximately $29.5 million as of October 2023.

Contact

To contact the Company, please visit the Company’s website and make your request through our investor inquiry form. Our management has a pledge to be in touch with any investor inquiries within 24 hours. Information on the Company’s website does not form a part of this press release.

New Found Gold Corp.
Per: “Collin Kettell”
Collin Kettell, Chief Executive Officer
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: +1 (845) 535-1486

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.

Forward-Looking Information

This press release contains certain “forward-looking statements” within the meaning of Canadian and U.S. securities legislation (including the Private Securities Litigation Reform Act of 1995), including statements, relating to exploration, drilling and mineralization on the Company’s Queensway gold project in Newfoundland and Labrador; the funding of the drilling program, the closing of the Offering, the use of proceeds of the Offering, the acceptance of the Offering by the TSX Venture Exchange and NYSE American, the tax treatment of the Charity Flow Through Common Shares, and the timing of the closing of the offering. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “interpreted”, “intends”, “estimates”, “projects”, “aims”, “suggests”, “indicate”, “often”, “target”, “future”, “likely”, “pending”, “potential”, “goal”, “objective”, “prospective”, “possibly”, “preliminary”, and similar expressions, or that events or conditions “will”, “would”, “may”, “can”, “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange or the NYSE American, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks related to the Company receiving all approvals necessary for the completion of the Offering and the timing thereof; the tax treatment of the Charity Flow-Through Common Shares, risks associated with possible accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, risks associated with the interpretation of assay results and the drilling program, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s Annual Information Form and Management’s Discussion and Analysis, publicly available at SEDAR+ (www.sedarplus.ca), the Canadian Securities Administrators’ national system that all market participants use for filings and disclosure or through the SEC’s Electronic Data Gathering and Retrieval System (EDGAR) at www.sec.gov, for a more complete discussion of such risk factors and their potential effects.

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October 30, 2023
Brixton Metals Announces Private Placement of up to $10 Million
2023-10-30 04:35:41
VANCOUVER, British Columbia, Oct. 30, 2023 (GLOBE NEWSWIRE) — Brixton Metals Corporation (TSX-V: BBB, OTCQB: BBBXF) (the “Company” or “Brixton”) is pleased to announce a non-brokered private placement offering (the “Offering”) from the sale of a combination of the following for gross proceeds of up to $10,000,000:
- units of the Company (each, a “Unit”) at a price of $0.15 per Unit;
- national flow-through units of the Company (each, an “NFT Unit”) at a price of $0.17 per NFT Unit; and
- charity flow-through units that will be issued as part of a charity arrangement (each, a “Charity FT Unit”) at a price of $0.24 per Charity FT Unit.
Each Unit will consist of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a “Warrant”), each Warrant exercisable at a per share price of $0.23 until the second anniversary of the closing date of the Offering.

Each NFT Unit and Charity FT Unit will consist of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one Warrant. Each whole Warrant comprising the NFT Units shall entitle the holder to purchase one common share of the Company at a per share price of $0.23 until the second anniversary of the closing date of the Offering. Each whole Warrant comprising the Charity FT Units shall entitle the holder to purchase one common share of the Company at a per share price of $0.23 until the second anniversary of the closing date of the Offering.

The Company’s largest shareholder, BHP Investments Canada Inc., a wholly owned subsidiary of BHP Group Limited, intends to participate in the Offering to maintain its 19.9% pro-rata share position.

The securities issued to subscribers in the Offering will be subject to a hold period of four months and one day pursuant to applicable Canadian securities laws. The proceeds raised from the sale of the Units will be used by the Company for general corporate purposes. Proceeds from the sale of FT Units will be used to incur “Canadian exploration expenses” and “flow through mining expenditures” as defined in the Income Tax Act (Canada).

The Offering is subject to acceptance by the TSX Venture Exchange. Finder’s fees in amounts to be determined may be payable to persons who introduce the Company to subscribers to the Offering.

The anticipated closing of the private placement is November 15, 2023.

On Behalf of the Board of Directors

Mr. Gary R. Thompson, Chairman and CEO
Tel: 604-630-9707 or email: This email address is being protected from spambots. You need JavaScript enabled to view it.

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.

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. All statements other than statements of historical fact included herein are forward-looking statements, including, without limitation, statements regarding potential quantity and/or grade of minerals, potential size and expansion of a mineralized zone, proposed timing of exploration and development plans, proposed timing for completion of the Private Placement, the expected number of Common Shares to be issued and gross proceeds of the Private Placement, and the use of proceeds of the Private Placement. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; the fact that the Private Placement may not close as scheduled or at all, and the additional risks identified in the annual information form of the Company or other reports and filings with the TSXV and applicable Canadian securities regulators. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

Brixton does not undertake to update any forward-looking information except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

Not for distribution to United States Newswire Services or for dissemination in the United States
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October 30, 2023
Radisson Mining Announces $5 Million Private Placement

2023-10-30 03:34:25

ROUYN-NORANDA, Quebec, Oct. 30, 2023 (GLOBE NEWSWIRE) — Radisson Mining Resources Inc. (TSX-V: RDS, OTCQB: RMRDF) (“Radisson” or the “Corporation“) is pleased to announce a private placement (the “Offering”) for aggregate gross proceeds of $5,000,000 in any combination of: (i) units of the Corporation (the “Hard Units”) at a price of $0.18 per Hard Unit, (ii) class A shares of the Corporation to be issued as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “Tax Act”) and to be sold to purchasers in all provinces and territories of Canada, excluding Quebec (the “Federal FT Shares”) at price of $0.205 per Federal FT Share, (iii) class A shares of the Corporation to be issued as “flow-through shares” within the meaning of the Tax Act and to be sold to purchasers in the province of Quebec (the “Quebec FT Shares”) at a price of $0.225 per Quebec FT Share, and (iv) flow-through units to be sold to charitable purchasers (the “Charity FT Units”) at a price of $0.32 per Charity FT Unit.

Each Hard Unit will consist of one Class A common share of the Corporation and one-half of a Class A common share purchase warrant (each whole class A purchase warrant, a “Warrant”).

Each Charity FT Unit will consist of one class A of the Corporation to be issued as a “flow-through share” within the meaning of the Tax Act and one-half of a Warrant.

Each Warrant will entitle the holder thereof to acquire one additional Class A class A of the Corporation for a period of 24 months from the closing of the Offering (the “Closing”) at a price of $0.27.

Use of Proceeds

The gross proceeds received by the Corporation from the sale of the FT Shares will be used to incur Canadian Exploration Expenses (“CEE”) that are “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) on the O’Brien gold project in the Province of Québec, which will be renounced to the subscribers with an effective date no later than December 31, 2023, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of FT Shares. For purchasers of FT Shares resident in the Province of Québec, 10% of the amount of CEE will be eligible for inclusion in the deductible “exploration base relating to certain Québec exploration expenses” and 10% of the amount of the expenses will be eligible for inclusion in the deductible “exploration base relating to certain Québec surface mining exploration expenses” (as such terms are defined in the Taxation Act (Québec), respectively) giving rise to an additional 20% deduction for Québec tax purposes.

Closing of the Offering

The Offering is scheduled to close on or about November 23, 2023, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including that of the TSX Venture Exchange.

The securities being offered 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 release does not constitute an offer for sale of securities in the United States.

Radisson Mining Resources Inc.

Radisson is a gold exploration company focused on its 100% owned O’Brien project, located in the Bousquet-Cadillac mining camp along the world-renowned Larder-Lake-Cadillac Break in Abitibi, Quebec. The Bousquet-Cadillac mining camp has produced over 25,000,000 ounces of gold over the last 100 years. The project hosts the former O’Brien Mine, considered to have been Quebec’s highest-grade gold producer during its production.

For more information on Radisson, visit our website at www.radissonmining.com or contact:

Denis V. Lachance
Chairman, Interim President and CEO
819.806.3340
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Kristina Pillon
Manager, Investor Relations
604.908.1695
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Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to, those relating to the intended use of proceeds of the Offering, the development of the O’Brien project and generally, the above “About Radisson Mining Resources Inc.” paragraph which essentially describes the Corporation’s outlook, constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements and future events, could differ materially from those anticipated in such statements. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward looking information can be found in Radisson’s disclosure documents on the SEDAR website at www.sedar.com.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s endeavours to develop the O’Brien project and, more generally, its expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

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October 30, 2023
Aton Resources Announces Closing of $3 Million Private Placement
2023-10-26 13:35:44
VANCOUVER, BC / ACCESSWIRE / October 26, 2023 / Aton Resources Inc. (AAN:TSX-V) (“Aton” or the “Corporation”) is pleased to announce that, further to its news release of September 26, 2023, it has closed its non-brokered private placement for proceeds of $3 million (the “Private Placement”). The net proceeds from the Private Placement will be used to fund continued exploration and development activities at Aton’s Rodruin and Hamama concessions, located in Egypt, and for general working capital. All currency amounts in this news release are in Canadian dollars.

Private Placement Highlights:
- Pursuant to the Private Placement, the Corporation issued 13,636,364 common shares (the “Shares”) at a price of $0.22 per Share for total proceeds of $3,000,000.
- All Shares issued in the Private Placement are subject to a hold period of four months plus one day from the closing date, expiring February 27, 2024.
Participation of Insiders in the Private Placement
- Insiders, OU Moonrider (“Moonrider”), a significant shareholder of the Corporation, and Assem Soliman, a director of the Corporation, subscribed for a total of 12,996,364 Shares of the Private Placement. Participation by the insiders constitutes a related party transaction as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Corporation is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation by insiders in the Private Placement does not exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101.
Early Warning
- On October 26, 2023, Moonrider purchased 12,921,364 Shares in the Private Placement. The 12,921,364 Shares were purchased at a price of $0.22 per Share for total consideration of C$2,842,700.08.
- Prior to the Private Placement, Moonrider beneficially owned, controlled, or directed an aggregate of 28,064,962 Shares and 20,000,000 share purchase warrants, representing approximately 43.10% of the outstanding Shares of Aton on a non-diluted basis and approximately 56.47% on a partially diluted basis, assuming Moonrider’s exercise of its warrants.
- Following the Private Placement, Moonrider beneficially owns, controls, or directs an aggregate of 40,986,326 Shares and 20,000,000 share purchase warrants, representing approximately 52.04% of the outstanding Shares of Aton on a non-diluted basis and approximately 61.76% on a partially diluted basis, assuming Moonrider’s exercise of its warrants.
- Moonrider may, depending on market or other conditions, increase or decrease its beneficial ownership, control or direction over, or exercise its current rights to acquire, Shares through market transactions, private agreements or otherwise.
- Moonrider’s head office is located at Toompuiestee 37, 10133 Tallinn, Estonia. Aton’s head office is located at 1700 – 666 Burrard Street, Vancouver, BC V6C 2X8.
- This press release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report.
- An early warning report will be electronically filed by Moonrider with the applicable securities commission in each jurisdiction where Aton is reporting and will be available on Sedar Plus at www.sedarplus.ca.
About Aton Resources Inc.

Aton Resources Inc. (AAN:TSX-V) is focused on its 100% owned Abu Marawat Concession (“Abu Marawat”), located in Egypt’s Arabian-Nubian Shield, approximately 200 km north of Centamin’s world-class Sukari gold mine. Aton has identified numerous gold and base metal exploration targets at Abu Marawat, including the Hamama deposit in the west, the Abu Marawat deposit in the northeast, and the advanced Rodruin exploration prospect in the south of the Concession. Two historic British gold mines are also located on the Concession at Sir Bakis and Semna. Aton has identified several distinct geological trends within Abu Marawat, which display potential for the development of a variety of styles of precious and base metal mineralisation. Abu Marawat is 447.7 km² in size and is located in an area of excellent infrastructure; a four-lane highway, a 220kV power line, and a water pipeline are in close proximity, as are the international airports at Hurghada and Luxor.

For further information regarding Aton Resources Inc., please visit us at www.atonresources.com or contact:

Tonno Vahk
Interim CEO
Tel: +1 604 318 0390
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Note Regarding Forward-Looking Statements

Some of the statements contained in this release are forward-looking statements. Since forward-looking statements address future events and conditions; by their very nature they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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October 26, 2023
First Mining Gold Announces $5 Million Equity Financing

2023-10-26 13:04:55

VANCOUVER, BC, Oct. 26, 2023 /CNW/ – First Mining Gold Corp. (“First Mining” or the “Company”) (TSX: FF) (OTCQX: FFMGF) (FRANKFURT: FMG) is pleased to announce that it intends to complete an equity financing by way of a non-brokered private placement of up to 40,000,000 units of the Company (the “Units“) at a price of $0.125 per Unit for aggregate gross proceeds of up to $5 million (the “Offering“). Certain insiders of the Company, including Keith Neumeyer, the Chairman of the Board, and Dan Wilton, First Mining’s CEO, will be participating in the Offering.

Each Unit will consist of one common share of the Company (a “Unit Share“) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant“). Each Warrant will entitle the holder to acquire one common share of the Company at a price of $0.20 per share at any time prior to the date which is 36 months following the closing date of the Offering.

The net proceeds from the Offering will be used to advance First Mining’s Springpole and Duparquet gold projects, as well as for general working capital and corporate purposes.

The closing of the Offering is expected to occur on or before November 21, 2023 (the “Closing Date“) and is subject to the completion of formal documentation and receipt of all applicable regulatory approvals, including the approval of the Toronto Stock Exchange (the “TSX“). The Unit Shares to be issued under the Offering will be subject to a statutory hold period of four months and one day from the Closing Date.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About First Mining Gold Corp.

First Mining is a gold developer advancing two of the largest gold projects in Canada, the Springpole Gold Project in northwestern Ontario, where we have commenced a Feasibility Study and permitting activities are on-going with a draft Environmental Impact Statement (“EIS”) for the project published in June 2022, and the Duparquet Project in Quebec, a PEA stage development project located on the Destor-Porcupine Fault Zone in the prolific Abitibi region. First Mining also owns the Cameron Gold Project in Ontario and a portfolio of gold project interests including the Pickle Crow Gold Project (being advanced in partnership with Auteco Minerals Ltd.), the Hope Brook Gold Project (being advanced in partnership with Big Ridge Gold Corp.), and a large equity interest in Treasury Metals Inc.

First Mining was established in 2015 by Mr. Keith Neumeyer, founding President and CEO of First Majestic Silver Corp.

ON BEHALF OF FIRST MINING GOLD CORP.

Daniel W. Wilton
Chief Executive Officer and Director

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date of this news release. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “plans”, “projects”, “intends”, “estimates”, “envisages”, “potential”, “possible”, “strategy”, “goals”, “opportunities”, “objectives”, or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions.

Forward-looking statements in this news release relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to: (i) the completion of the Offering and the timing thereof; (ii) the gross proceeds to be raised pursuant to the Offering and the use of the gross proceeds from the sale of the Units under the Offering; (iii) the Company’s plans with respect to advancing its portfolio of gold projects; and (iv) Feasibility and permitting activities related to the Springpole Project. All forward-looking statements are based on First Mining’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: failure to obtain approval from the TSX; demand for the Units; the Company’s business, operations and financial condition potentially being materially adversely affected by the outbreak of epidemics, pandemics or other health crises, such as COVID-19, and by reactions by government and private actors to such outbreaks; risks to employee health and safety as a result of the outbreak of epidemics, pandemics or other health crises, such as COVID-19, that may result in a slowdown or temporary suspension of operations at some or all of the Company’s mineral properties as well as its head office; fluctuations in the spot and forward price of gold, silver, base metals or certain other commodities; fluctuations in the currency markets (such as the Canadian dollar versus the U.S. dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding); the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities, indigenous populations and other stakeholders; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development; title to properties.; and the additional risks described in the Company’s Annual Information Form for the year ended December 31, 2021 filed with the Canadian securities regulatory authorities under the Company’s SEDAR profile at www.sedar.com, and in the Company’s Annual Report on Form 40-F filed with the SEC on EDGAR.

First Mining cautions that the foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to First Mining, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. First Mining does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on our behalf, except as required by law.

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October 26, 2023
Targa Exploration Announces $1.5 Million Non-brokered Private Placement

2023-10-26 05:04:34

VANCOUVER, BC, Oct. 26, 2023 /CNW/ – Targa Exploration Corp. (CSE: TEX) (FRA: V6Y) (OTCQB: TRGEF) (“Targa” or the “Company“) is pleased to announce a non-brokered private placement for gross proceeds of up to $1,500,000 (the “Offering“). The Offering will consist of the sale of hard dollar units of the Company (each, a “Unit“) at a price of $0.20 per Unit.

Each Unit will consist of one common share of the Company (each, a “Share“) and one-half of a common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to acquire one additional Share (each, a “Warrant Share“) at a price of $0.30 per Warrant Share until the date which is 24 months following the Closing Date (as defined below), subject to an acceleration clause. If the closing price of the Shares as quoted on the Canadian Securities Exchange is equal to or greater than a 10-day volume-weighted average price of $0.40, then the Company may, at its option, accelerate the expiry date of the Warrant by issuing a press release (a “Warrant Acceleration Press Release“) announcing that the expiry date of the Warrants shall be deemed to be on the 30th day following the issuance of the Warrant Acceleration Press Release (the “Accelerated Expiry Date“). All Warrants that remain unexercised following the Accelerated Expiry Date shall immediately expire and all rights of holders of such Warrants shall be terminated without any compensation to such holder.

The net proceeds of the offering will be used for exploration at the company’s lithium projects and for working capital purposes.

Closing of the Offering is anticipated to occur on or about November 16, 2023 (the “Closing Date“) and is subject to customary closing conditions. In connection with the Offering, the Company may pay finder’s fees to eligible finders. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and a day from the Closing Date.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Targa

Targa Exploration Corp. (CSE: TEX | FRA: V6Y | OTCQB: TRGEF) is a Canadian lithium exploration company engaged in the acquisition, exploration, and development of lithium mineral properties with headquarters in Vancouver, British Columbia. Targa’s lithium project portfolio consists of ten projects in the provinces of Quebec, Ontario, Manitoba, and Saskatchewan and covers over 400,000 hectares of prospective ground, most of which has never been explored previously for lithium. Targa is part of the Inventa Capital group of companies.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This news release includes certain “Forward‐Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward‐looking information” under applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “would”, “could”, “schedule” and similar words or expressions, identify forward‐looking statements or information. These forward‐looking statements or information relate to, among other things: required regulatory approvals and fulfilling other closing conditions related to the Offering; closing of the Offering and the Closing Date; the use of the proceeds raised from the Offering; and the exploration and development of the Company’s properties.

Forward‐looking statements and forward‐looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of Targa, future growth potential for Targa and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of lithium and other metals; costs of exploration and development; the estimated costs of development of exploration projects; Targa’s ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.

These statements reflect Targa’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward‐looking statements or forward-looking information and Targa has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: price volatility of lithium and other metals; risks associated with the conduct of the Company’s mineral exploration activities in Canada; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of public health crises; the economic and financial implications of public health crises to the Company; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the Company’s ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption “Risk Factors” in Targa’s management discussion and analysis and other public disclosure documents. Readers are cautioned against attributing undue certainty to forward‐looking statements or forward-looking information. Although Targa has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. Targa does not intend, and does not assume any obligation, to update these forward‐looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

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October 26, 2023
Exploits Discovery Announces $2 Million Non-Brokered Private Placement of Flow-Through Shares

2023-10-25 17:39:50

Toronto, Ontario–(Newsfile Corp. – October 25, 2023) – Exploits Discovery Corp. (CSE: NFLD) (OTCQX: NFLDF) (FSE: 634) (“Exploits” or the “Company”) is pleased to announce that it will conduct a non-brokered private placement (the “Offering”) of up to 18,181,818 flow-through common shares (each, an “FT Share”) at a price of $0.11 per FT Share for gross proceeds of up to $2.0 million. 

The gross proceeds received by the Company from the Offering will be used to incur eligible “Canadian exploration expenses” (“CEE”) that are “flow-through mining expenditures” (as such term is defined in the Income Tax Act (Canada)) related to the Company’s mining projects.

In connection with the Offering, the Company may pay a finder’s fee in respect of subscribers introduced to the Company by an eligible finder.

All securities issued under the Offering will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws. Completion of the Offering remains subject to any required regulatory approvals.

About Exploits Discovery Corp.

Exploits is a Canadian mineral exploration company focused on the acquisition and development of mineral projects in Newfoundland and Labrador, Canada. The Company is focused on discovering high-grade structurally hosted epizonal gold similar to New Found Gold’s success along the Appleton Fault zone and parallel structures within the Exploits Subzone.

Exploits is utilizing its experienced, talented local team and geologic understanding with the vision to become one of the most successful explorers in Canada.

On Behalf of the Board

/s/ “Jeff Swinoga”
President and CEO

For more information, please contact:

Shanda Kilborn
VP, Investor Relations
+1 (778) 819-2708
This email address is being protected from spambots. You need JavaScript enabled to view it.
https://exploitsdiscovery.com

Neither the Canadian Securities Exchange nor its Regulation Service Provider (as the term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy of accuracy of this news release.

Forward-Looking Statements

This news release contains certain forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, actual results of the Company’s exploration and other activities, environmental risks, future metal prices, operating risks, accidents, labor issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry. All the forward-looking statements made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR+ at www.sedarplus.ca. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required by applicable law.

Acknowledgments

Exploits Discovery would like to acknowledge the financial support of the Junior Exploration Assistance Program from the Department of Natural Resources, Government of Newfoundland and Labrador.

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October 25, 2023
Sanu Gold Closes $3.45 Million Private Placement

2023-10-25 04:34:05

Vancouver, British Columbia–(Newsfile Corp. – October 25, 2023) – Sanu Gold Corporation (CSE: SANU) (OTCQB: SNGCF) (“Sanu Gold” or the “Company”) is pleased to announce the closing of the Company’s fully subscribed $3.45 million non-brokered private placement (the “Placement”) announced on September 21, 2023. The Placement consists of 69,000,000 common shares (each, a “Common Share”) at a price of $0.05 per Common Share.

Martin Pawlitschek, President and CEO of Sanu Gold, commented, “In a challenging market for exploration companies, Sanu Gold has been able to successfully secure funding to continue to advance our highly prospective gold projects in Guinea, West Africa. The next phase of exploration will focus on our flagship Bantabaye Gold Exploration Permit, where we made an exciting new discovery in our inaugural drill program earlier this year.”

“We are grateful to our investor base for their ongoing support and pleased to be welcoming new and highly respected institutional and high net worth investors. We had solid participation in this financing by the Sanu Gold team, who remain strongly aligned with all shareholders. We look forward to updating the market on our exploration plans for the upcoming field season in due course,” continued Mr. Pawlitschek.

The net proceeds of the Placement will be used to advance exploration on the Company’s Bantabaye Gold Exploration Permit, the Company’s other exploration permits in Guinea, West Africa and for general working capital purposes. The Placement is subject to the Company’s filing requirements with the Canadian Securities Exchange (“CSE”). All securities issued pursuant to the Placement are subject to a four-month hold period under applicable Canadian securities laws and will be subject to a resale restriction expiring four months and one day from the closing date.

In connection with the closing of the Placement, the Company paid finders’ fees of 6% cash, totaling $102,990 to the following finders: Eventus Capital Corp., Haywood Securities Inc. and German Mining Networks GmbH.

Four directors and officers of the Company (“Related Parties”) acquired an aggregate of 4,800,000 Common Shares under the Placement for a total purchase price of $240,000. This participation by Insiders of the Company constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Common Shares issued to or the consideration paid by such Related Parties will exceed 25% of the Company’s market capitalization.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Sanu Gold

Sanu Gold is a publicly traded exploration company focused on a portfolio of highly prospective gold projects in Guinea, West Africa’s Siguiri Basin.

West Africa is the number one gold mining region in the world and Guinea’s Siguiri Basin is a prolific, yet underexplored part of this region. Despite being home to both long-lived multi-million ounce gold mines and recently commissioned gold mines, Guinea’s Siguiri Basin continues to produce important new gold discoveries.

Sanu Gold has defined multi-kilometer long gold-bearing structures on each of its three exploration permits and is targeting near-surface multi-million ounce gold discoveries. Initial drill programs on the first two permits drilled have yielded high-grade gold discoveries. The company is operated by a highly experienced team, with successful records of discovery, resource development and mine permitting across West Africa.

Martin Pawlitschek
President & CEO, Sanu Gold Corp.

For further information regarding Sanu Gold, please visit the Company’s website at www.sanugoldcorp.com or contact:

Fiona Childe, Ph.D., P.Geo.
VP, Corporate Development & Communications
Sanu Gold Corp.
This email address is being protected from spambots. You need JavaScript enabled to view it.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain statements that may be deemed “forward-looking statements” with respect to the Company within the meaning of applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “indicates”, “opportunity”, “possible” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements in this news release include, but are not limited to, the use of proceeds from the Placement. Although Sanu Gold believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, the Company’s plans for exploration on its properties and ability to execute on plans, ability to raise sufficient capital to fund its obligations under its property agreements going forward, ability to maintain its material property agreements, mineral tenures and concessions in good standing, to explore and develop its projects; changes in economic conditions or financial markets; the inherent hazards associated with mineral exploration and mining operations, future prices of gold and other metals, changes in general economic conditions and local risks in the jurisdiction (Guinea) in which it operates, accuracy of mineral resource and reserve estimates, the potential for new discoveries, the ability of the Company to obtain the necessary permits and consents required to explore, drill and develop the projects and if obtained, to obtain such permits and consents in a timely fashion relative to the Company’s plans and business objectives for the projects; the general ability of the Company to monetize its mineral resources; changes in environmental and other laws or regulations that could have an impact on the Company’s operations, compliance with environmental laws and regulations, dependence on key management personnel; general competition in the mining industry availability of capital and financing; general economic, market or business conditions, regulatory changes; timeliness of regulatory approvals as well as those factors discussed in the Company’s public disclosure record.. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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October 25, 2023

International Lithium Announces C$2 Million Private Placement

2023-10-24 06:02:20

Vancouver, British Columbia–(Newsfile Corp. – October 24, 2023) – International Lithium Corp. (TSXV: ILC) (OTCQB: ILHMF) (FSE: IAH) (the “Company” or “ILC“), is pleased to announce a non-brokered private placement (the “Offering”) of up to 40,000,000 units (each, a “Unit”) at CAD $0.05 per Unit to raise gross proceeds of up to $2,000,000. Each Unit will be comprised of one common share and one-half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one additional common share at an exercise price of CAD $0.10 per common share for a period of three years from the date of issue.

Proceeds of the private placement will be used for exploration on the Company’s Raleigh Lake Project in Ontario and other projects and for general corporate and administrative costs. It is expected that the Company will be able to announce a Preliminary Economic Assessment on Zone 1 of Raleigh Lake in November 2023 or shortly after then.

It is anticipated that some directors and insiders will participate in this Offering. The Units (to the extent subscribed for by insiders) constitute “related party transactions” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as the subscribers include directors of the Company. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Units in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 as the Company is not listed on a specified market and the fair market value of the Units being issued to insiders in connection with the Offering does not exceed $2,500,000, as determined in accordance with MI 61-101.

About International Lithium Corp.

International Lithium Corp. believes that the world faces a significant turning point in the energy market’s dependence on oil and gas and in the governmental and public view of climate change. In addition, we have seen the clear and increasingly urgent wish by the USA and Canada to safeguard their supplies of critical battery metals and to become more self-sufficient. Our Canadian projects are strategic in that respect.

Our key mission in the next decade is to make money for our shareholders from lithium and rare metals while at the same time helping to create a greener, cleaner planet and less polluted cities. This includes optimizing the value of our existing projects in Canada and Ireland as well as finding, exploring and developing projects that have the potential to become world class lithium and rare metal deposits. We have announced separately that we regard Zimbabwe as an important strategic target market for ILC, and we hope to be able to make announcements over the next few weeks.

A key goal has been to become a well-funded company to turn our aspirations into reality, and following the disposal of the Mariana project in Argentina in 2021 and the Mavis Lake project in Canada in January 2022, the Board of the Company considers that ILC is now well placed in that respect with a strong net cash position. The board intends to be proactive in keeping that position strong.

The Company’s interests in various projects now consists of the following, and in addition the Company continues to seek other opportunities:

Name	Location	Area (Hectares)	Current Ownership Percentage	Future Ownership percentage if options exercised or work carried out	Operator or JV Partner
Raleigh Lake	Ontario	48,500	100%	100%	ILC
Wolf Ridge	Ontario	5,700	0%	100%	ILC
Avalonia	Ireland	29,200	45%	21%	Ganfeng Lithium
Mavis Lake	Ontario	2,600	0%	0% (carries an extra earn-in payment of CAD $0.7M if resource targets met)	Critical Resources Ltd.
Forgan Lake & Lucky Lake	Ontario	< 500	0%	1.5% Net Smelter Royalty	Ultra Lithium Inc.

The Company’s primary strategic focus at this point is on the Raleigh Lake Project’s lithium and rubidium project in Canada and on identifying additional properties in Canada and Zimbabwe.

The Raleigh Lake Project consists of 48,500 hectares (485 square kilometres) of mineral claims in Ontario and is ILC’s most significant project in Canada. Drilling has so far been on less than 1,000 hectares of our claims. The exploration results there so far, which are on only about 8% of ILC’s current claims, have shown significant quantities of rubidium and caesium in the pegmatite as well as lithium. Raleigh Lake is 100% owned by ILC, is not subject to any encumbrances, and is royalty free.

With the increasing demand for high tech rechargeable batteries used in electric vehicles and electrical storage as well as portable electronics, lithium has been designated “the new oil”, and is a key part of a green energy sustainable economy. By positioning itself with projects with significant resource potential and with solid strategic partners, ILC aims to be one of the lithium and rare metals resource developers of choice for investors and to continue to build value for its shareholders in the ’20s, the decade of battery metals.

On behalf of the Company,

John Wisbey
Chairman and CEO

www.internationallithium.ca

For further information concerning this news release please contact +1 604-449-6520 or email us on This email address is being protected from spambots. You need JavaScript enabled to view it..

Neither 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.

Cautionary Statement Regarding Forward-Looking Information

Except for statements of historical fact, this news release or other releases contain certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information or forward-looking statements in this or other news releases may include: the effect of results of anticipated production rates, the timing and/or anticipated results of drilling on the Raleigh Lake or Wolf Ridge or Avalonia projects, the expectation of resource estimates, preliminary economic assessments, feasibility studies, lithium or rubidium or caesium recoveries, modeling of capital and operating costs, results of studies utilizing various technologies at the company’s projects, budgeted expenditures and planned exploration work on the Company’s projects, increased value of shareholder investments, and assumptions about ethical behaviour by our joint venture partners or third party operators of projects. Such forward-looking information is based on assumptions and subject to a variety of risks and uncertainties, including but not limited to those discussed in the sections entitled “Risks” and “Forward-Looking Statements” in the interim and annual Management’s Discussion and Analysis which are available at www.sedar.com. While management believes that the assumptions made are reasonable, there can be no assurance that forward-looking statements will prove to be accurate. Should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. Forward-looking information herein, and all subsequent written and oral forward-looking information are based on expectations, estimates and opinions of management on the dates they are made that, while considered reasonable by the Company as of the time of such statements, are subject to significant business, economic, legislative, and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management’s estimates or opinions change.

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October 24, 2023

Inca One Reports US$13.2 Million Sales in Calendar Q3 2023

2023-10-24 02:33:15

Vancouver, British Columbia–(Newsfile Corp. – October 24, 2023) – INCA ONE GOLD CORP. (TSXV: INCA) (OTCQB: INCAF) (FSE: SU92) (“Inca One” or the “Company“) a gold producer operating two mineral processing facilities in Peru, (the “Plants“) reports consolidated sales (unaudited) and comparative operational results for the three month period of July, August and September 2023 (“Q3 2023” or the “Quarter“).

Sales revenue in the Quarter was US$13.2 million, a 97% increase over the prior quarter (US$6.7 million) and a 38% increase over the same quarter last year. Contributing to the increase was a higher number of exports in this three-month period and an increase in total ounces produced despite a lower price of gold received over the Quarter (US$1,934.08 per ounce) versus the prior second quarter (US$1,990.49).

Consolidated Operations	Q3 2023	Q2 2023	QoQ change
Sales (US$)	13.2 M	6.7 M	97%
Deliveries (Tonnes)	13,239	15,069	-12%
Milling (Tonnes)	14,652	14,218	3%
Gold Produced (Ounces)	5,872	5,469	7%

Deliveries of mineral bearing feedstock to the Plants reached 13,239 tonnes over the Quarter, a 12% decrease from Q2 2023.

The Company operated at 159 tonnes per day (“TPD”) over the three-month period indicating approximately 291 tonnes of capacity available for increasing production.

“I am extremely pleased to see such a productive quarter with sales doubling over the prior three months,” reflected Edward Kelly, President and CEO of Inca One. “Our Peruvian team has operated very efficiently given the cash constraints facing us this year. We maintain discussions with prospective funding groups with a goal to secure a long-term funding arrangement that will help fill our excess capacity.”

About Inca One

Inca One Gold Corp is an established gold producer operating two fully permitted, gold mineral processing facilities in Peru. The Company possesses a combined 450 TPD permitted operating capacity at its two fully integrated plants, Chala One and Kori One and has produced more than 130,000 ounces of gold, generating over US$200 million in sales from its processing operations. Inca One is led by an experienced and capable management team that has established the Company as a trusted leader in servicing permitted, artisanal and small-scale miners (ASM) in Peru. Peru is one of the world’s largest producers of gold, and its ASM sector is estimated by government officials to be valued in the billions of dollars annually. To learn more, visit www.incaone.com.

Figure 1. Inca One’s gold processing facilities in Peru (left: Chala One facility; right: Kori One facility)

On behalf of the Board,

Edward Kelly
President and CEO
Inca One Gold Corp.

For More Information Contact:

Konstantine Tsakumis
This email address is being protected from spambots. You need JavaScript enabled to view it.
604-568-4877

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 NEWS RELEASE.

Statements regarding the Company which are not historical facts are “forward-looking statements” that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, they involve inherent risks and uncertainties by their very nature. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) fluctuation of mineral prices; (ii) a change in market conditions; and (iii) the fact that future operating results may not be accurately predicted based on this limited information to date. Except as required by law, the Company does not intend to update any changes to such statements. Inca One believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon.

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 these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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October 24, 2023

Highlander Silver Completes $3 Million Private Placement

2023-10-23 05:06:56

Mr. David Fincham reports:

October 23, 2023 – TheNewswire – Vancouver, British Columbia – Highlander Silver Corp. (CSE:HSLV) (the “Company” or “Highlander Silver”) is pleased to announce that, further to its news release dated October 3, 2023, it has completed a $3 million offering (the “Offering”) of 30,000,000 units (the “Units”) of the Company. Each Unit is comprised of one common share (a “Share”) and one warrant exercisable for one additional Share at a price of $0.15 per Share for a period of 3 years from the date of issuance.

The Company plans to use the net proceeds for permitting and subsequent drilling at the La Estrella project, ongoing assessment of acquisition opportunities and for general corporate purposes.

Two insiders of the Company subscribed for 15,500,000 Units under the Offering for a total value of $1,550,000. Each of the insiders’ participation constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirement contained in section 5.7(1)(b) of MI 61-101, as the Company is not listed on specified markets and the fair market value of the securities to be distributed to the related parties does not exceed $2,500,000. The Company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the Offering, as the details of the participation by the related parties were not settled until shortly prior to closing of the Offering.

The securities issued in the Offering are subject to a statutory hold period of four months from the date of issuance.

About Highlander Silver

Highlander Silver Corp. is a mineral exploration company focused on the exploration of silver-polymetallic projects in central Peru, as well as targeting the acquisition of additional mineral projects by leveraging the team’s significant experience in Peru and South America more widely. Additional information about Highlander Silver and its mineral projects can be viewed on the Company’s SEDAR+ profile at www.sedarplus.ca and its website at www.highlandersilver.com

For further information, please contact:

David Fincham

Chief Executive Officer

Highlander Silver Corp.

(604) 283 7630
This email address is being protected from spambots. You need JavaScript enabled to view it.

Neither the CSE nor the Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Information

Certain information contained in this news release constitutes “forward-looking information” under Canadian securities legislation. This includes, but is not limited to, information or statements with respect to the use of proceeds. Such forward looking information or statements can be identified by the use of words such as “anticipates”, “plans”, “suggests”, “targets” or “prospects” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “will” be taken, occur, or be achieved. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking information. Such factors include, among others, general business, economic, competitive, political and social uncertainties, the actual results of current exploration activities, changes in project parameters as plans continue to be refined, accident, labour disputes and other risks of the mining industry, and delays in obtaining governmental approvals or financing. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this news release. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, except as required by applicable securities laws. Accordingly, the reader is cautioned not to place undue reliance on forward-looking information.

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October 23, 2023
Dakota Gold Announces Closing of $17 Million Orion Mine Finance Investment

2023-10-20 16:18:11

Lead, South Dakota–(Newsfile Corp. – October 20, 2023) – Dakota Gold Corp.b> (NYSE American: DC) (“Dakota Gold” or the “Company“) is pleased to announce the closing of the previously announced investment of $17 million by OMF Fund IV SPV C LLC, an entity managed by Orion Mine Finance (“Orion“).

Orion purchased 6,666,667 shares of common stock of Dakota Gold (each a “Share“) at a price of $2.55 per Share for aggregate gross proceeds of $17 million (the “Orion Equity Investment“). Orion owns approximately 7.78% of the Company’s issued and outstanding shares of common stock following the closing of the Orion Equity Investment.

This press release is for informational purposes only and is not an offer to sell nor the solicitation of an offer to buy any Shares, which is made only by means of a prospectus supplement and related prospectus. There will be no sale of Shares in any jurisdiction in which the offer, solicitation of an offer to buy or sale would be unlawful.

About Dakota Gold Corp.

Dakota Gold (NYSE American: DC) is a South Dakota-based responsible gold exploration and development company with a specific focus on revitalizing the Homestake District in Lead, South Dakota. Dakota Gold has high-caliber gold mineral properties covering over 46 thousand acres surrounding the historic Homestake Mine. More information about the Company can be found at www.dakotagoldcorp.com.

The Dakota Gold team is focused on new gold discoveries and opportunities that build on the legacy of the Homestake District and its 145 years of gold mining history.

Subscribe to Dakota Gold’s e-mail list at www.dakotagoldcorp.com/contact-us/sign-up/ to receive the latest news and other Company updates.

Shareholder and Investor Inquiries

For more information, please contact:
Jonathan Awde, President and Chief Executive Officer
Tel: +1 604-761-5251
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

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October 20, 2023
Gleason & Sons Commits to Providing Electric Royalties with $10 Million Convertible Credit Facility for Acquiring Cash-Flowing Royalties

2023-10-20 04:48:32

CHARLOTTE, NC / ACCESSWIRE / October 20, 2023 / Gleason & Sons LLC announced today it has committed to provide an expanded C$10 million convertible loan (the “Credit Facility”) for Electric Royalties Ltd. (TSXV:ELEC) (OTCQB:ELECF) (the “Company”) to enable the Company to capitalize on new opportunities to acquire undervalued royalties.

With its maturity date to be extended two additional years to 2028, the amended Credit Facility will provide Electric Royalties with a long-term, non-dilutive source of capital to bridge the Company to positive cash flow in the near term while also providing additional financial resources to add to its existing portfolio of 22 royalty assets across nine critical metals used in the electrification of the global economy.

In addition to funding producing royalty acquisitions, the Credit Facility could also be, upon lender approval, advanced for working capital or for Company purchases of its undervalued shares on the open market pursuant to a Normal Course Issuer Bid (NCIB) filing.

Gleason & Sons is the family office of Stefan Gleason, a Charlotte-based entrepreneur who leads several privately held businesses in the United States, including Money Metals Exchange LLC. Money Metals is one of the largest precious metals dealers and depositories in North America with over C$1 billion in annual revenues.

Gleason and his affiliates are also major shareholders in Electric Royalties with a 19.99% ownership stake, in the aggregate.

“We are pleased to help Electric Royalties capitalize on today’s fertile environment to acquire undervalued royalties connected with accretive battery metals projects in North America and other top-tier jurisdictions,” said Stefan Gleason, managing director of Gleason & Sons.

“Electric Royalties already owns three royalties that provide revenue. And because the Company has wisely kept its overhead costs low, it is expected to reach positive cash flow in the near term – whether it be a result of closing on another producing asset from its robust deal pipeline or when another of its 22 existing royalties enters production as expected,” Gleason continued.

“We applaud CEO Brendan Yurik and the Company’s board for continuing to execute on their business plan without resorting to dilutive equity financings at a time when the valuation of Electric Royalties’ shares on the public markets, according to independent analysis by Fundamental Research Corp., are so dramatically below their fair value.”

Electric Royalties also advanced C$500,000 from the Credit Facility this week for general working capital purposes and certain due-diligence costs relating to prospective transactions. The agreed interest rate, right to accrue interest until the extended 2028 maturity date, fees, convertibility price, and other loan terms are highly favorable to the Company and its shareholders.

The loan commitment is subject to the parties entering into an Amended and Restated Loan Agreement reflecting the modified terms and the approval of the TSX Venture Exchange.

For further information, contact:

Stefan Gleason
Managing Director
Gleason & Sons LLC
15720 Brixham Hill Avenue, #205
Charlotte, NC 28277
Tel: 208-577-2230
www.GleasonSons.com

This release includes certain statements that may be deemed “forward-looking statements.” All statements in this release, other than statements of historical facts, that address anticipated future events including the entering into of an amended and restated loan agreement, the potential use of proceeds of the Credit Facility, the cash flow position of Electric Royalties, the valuation and production schedule of royalties, and the pipeline of opportunities for Electric Royalties are forward-looking statements. Although the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements including as a result of the failure of the parties to enter into the amended and restated loan agreement or obtain regulatory approvals, the availability of royalties, the production of properties underlying royalties not being as anticipated, and the Company’s cash flow position deteriorating as a result of business or economic conditions.

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October 20, 2023
Dynacor Group Reports Sales of US$19.3 Million (C$26.1 Million) for September 2023 and Quarterly Record Gold Production of More Than 34,000 AuEq Ounces Generating Sales of US$63.4 Million in Q3-2023

2023-10-19 07:53:36

Mr. Jean Martineau reports:

MONTREAL / Oct 19, 2023 / Business Wire / Dynacor Group Inc. (TSX-DNG) (Dynacor or the “Corporation”), an international gold ore industrial corporation servicing ASMs (artisanal and small-scale miners), today announced gold sales of US$19.3 million for September 2023, a record quarterly production of 34,103 AuEq ounces and quarterly sales of US$63.4 million in Q3-2023.

For September 2023, gold sales amounted to US$19.3 million (C$26.1 million) ⁽¹⁾ (unaudited), compared to US$14.4 million (C$19.2 million) in September 2022, an increase of US$4.9 million or 34.0% over last year. This sales increase is due to increase sales volume (+18.1%) and increase sales price (+16.0%).

In September, the average selling price of gold was US$ 1,891 per ounce, compared to US$1,666 per ounce in September 2022.

For 2023, the Corporation forecasted sales in the range of US$210-$235 million based on an average gold price between US$1,800 and US$1,900 per ounce. It is well on track to surpass its yearly sales forecasts.

The 2023 cumulative sales at the end of September amounted to US$184.6 million, compared to US$150.0 million for the same period of 2022, a 23.1% increase. The average selling price of gold at the end of September 2023 was US$1,921 per oz compared to US$1,821 per oz in 2022. At the current rate, total 2023 sales should reach US245 million.

During September 2023, the Veta Dorada plant processed 14,503 tonnes (cumulative year to date of 126,832 tonnes).

^{(1) Sales are converted using the monthly average exchange rate}

ABOUT DYNACOR

Dynacor is a dividend-paying industrial gold ore processor headquartered in Montreal, Canada. The corporation is engaged in gold production through the processing of ore purchased from the ASM (artisanal and small-scale mining) industry. At present, Dynacor operates in Peru, where its management and processing teams have decades of experience working with ASM miners. It also owns a gold exploration property (Tumipampa) in the Apurimac department.

The corporation intends to expand its processing operations in other jurisdictions as well.

Dynacor produces environmental and socially responsible gold through its PX IMPACT® gold program. A growing number of supportive firms from the fine luxury jewelry, watchmakers and investment sectors pay a small premium to our customer and strategic partner for this PX IMPACT® gold. The premium provides direct investment to develop health and education projects for our artisanal and small-scale miner’s communities.

Dynacor is listed on the Toronto Stock Exchange (DNG).

FORWARD-LOOKING INFORMATION

Certain statements in the preceding may constitute forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of Dynacor, or industry results, to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statements. These statements reflect management’s current expectations regarding future events and operating performance as of the date of this news release.

Shares Outstanding: 38,224,848

Website: http://www.dynacor.com
Twitter: http://twitter.com/DynacorGold

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October 19, 2023
Pan Global Resources Increases Private Placement Financing From $2 Million To $6 Million Due To Strong Demand

2023-10-19 04:33:57

Proceeds to fund the 2024 exploration program and Maiden Resource for La Romana Copper-Tin discovery in Spain

VANCOUVER, BC , Oct. 19, 2023 /CNW/ – Pan Global Resources Inc. (“Pan Global” or the “Company”) (TSXV: PGZ) (OTCQX: PGZFF) announces today that due to strong demand the previously announced non-brokered private placement financing has been increased from $2 million to $6 million. (All dollar amounts in this media release refer to Canadian dollars.)

“The exceptional support from key existing and new investors places us in a strong position to advance exploration and resource delineation at our flagship Escacena Project in Southern Spain. The proceeds from this financing are expected to fund the 2024 exploration program at the multi-target Escacena project and the La Romana Maiden Resource,” said Tim Moody, Pan Global President and CEO. “Drilling continues at La Romana to test the western extension of the near-surface copper-tin mineralization, with additional drill results anticipated in the coming weeks.”

The Company announced on October 4, 2023, that it had arranged a non-brokered private placement financing of up to 10,000,000 units (the “Units“) of securities at a price of $0.20 per Unit for aggregate gross proceeds of up to $2 million (the “Offering“). Following the upsizing, the Company will now be issuing up to 30,000,000 Units for aggregate gross proceeds of up to $6 million. Each Unit will be comprised of one (1) common share and one (1) non-transferable common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.30 for a period of three (3) years from closing of the Offering, subject to acceleration of the expiry date of the term. The Offering is expected to close on or about October 31, 2023 and in all other respects, the terms of the Offering are as announced on October 4, 2023.

Completion of the Placement is subject to the approval of the TSX Venture Exchange. The securities issued pursuant to this private placement will be subject to a four-month hold period in Canada and will be subject to U.S. resale restrictions under U.S. securities laws.

The securities to be sold in the private placement have not been registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state or other jurisdictions’ securities laws. This media release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation, or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About the Escacena Project

The Escacena Project comprises a large, contiguous, 5,760-hectare land package controlled 100% by Pan Global in the east of the Iberian Pyrite Belt. Escacena is located near operating mines at Las Cruces and Riotinto and is immediately adjacent to the former Aznalcóllar and Los Frailes mines where Minera Los Frailes/Grupo Mexico is in the final permitting stage with construction anticipated to start in 2024. The Escacena Project hosts the La Romana copper-tin-silver discovery and a number of other prospective targets, including Cañada Honda, Bravo, Barbacena, El Pozo, Romana Norte, San Pablo, Zarcita, Hornitos, La Jarosa, and Romana Deep.

About Pan Global Resources

Pan Global Resources Inc. is actively targeting copper-rich mineral deposits, given copper’s compelling supply-demand fundamentals and outlook for strong long-term prices as a critical metal for global electrification and energy transition. The Company’s flagship Escacena Project is located in the prolific Iberian Pyrite Belt in southern Spain, where infrastructure, mining and professional expertise, and support for copper as a Strategic Raw Material by the European Commission collectively define a tier-one jurisdiction for mining investment. The Pan Global team comprises proven talent in exploration, development, and mine operations – all of which are committed to operating safely and with utmost respect for the environment and our partnered communities.

On behalf of the Board of Directors

www.panglobalresources.com

Forward-looking statements

Statements which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future. It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. The Company believes that the expectations reflected in the forward-looking information included in this media release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Risks and uncertainties include, but are not limited to, economic, competitive, governmental, environmental, and technological factors that may affect the Company’s operations, markets, products, and prices. Important factors that could cause actual results to differ materially from the Company’s expectations include the ability to complete the private placement, receipt of regulatory approvals and other risks and uncertainties disclosed in the Company’s Management Discussion and Analysis of its audited financial statements filed with the British Columbia Securities Commission. Copies of the Company’s Management Discussion and Analysis of its audited financial statements may be obtained at no charge by visiting our Investors website at www.panglobalresources.com or at www.sedar.com.

The forward-looking information contained in this media release is based on information available to the Company as of the date of this media release. Except as required under applicable securities legislation, the Company does not intend, and does not assume any obligation, to update this forward-looking information.

NEITHER 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.

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October 19, 2023
F3 Closes $15 Million Strategic Investment from Denison Mines

2023-10-18 06:54:36

Kelowna, British Columbia–(Newsfile Corp. – October 18, 2023) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company“) is pleased to announce that it has closed its previously announced financing with Denison Mines Corp. (“Denison“) (TSX: DML) (NYSE American: DNN) for a $15 million strategic investment by Denison of unsecured convertible debentures into the Company (the “Debentures“).

Terms of the Debentures

The Debentures carry a 9% coupon (the “Interest“), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price“). F3, at its sole discretion, may pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3’s common shares on the TSX Venture Exchange (the “TSXV“) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

F3 will be entitled, on or after the third anniversary of the date of issuance of the Debentures, at any time the F3 20-day volume-weighted average price on the TSXV exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest. Further, in the event of an F3 change of control transaction, F3 may redeem the Debentures at par plus accrued and unpaid interest plus an amount equal to the greater of (i) 15% of the principal amount and (ii) the amount of remaining unpaid Interest that would be payable during the initial three-year term of the Debentures.

The gross proceeds of the Debentures will be used primarily for exploration and development of the PLN property, and for general working capital purposes.

All securities issued pursuant to the Debentures are subject to a statutory hold period in Canada expiring four months and one day from the date of issuance.

Advisors and Legal Counsel for the Transaction

Blake, Cassels & Graydon LLP acted as legal counsel to F3. Haywood Securities Inc. acted as financial advisor to F3. In connection with the transaction, F3 issued 380,518 shares to Haywood Securities Inc. at a price of $0.3942 per share, along with a cash fee, for acting as financial advisor to F3.

About Patterson Lake North

The Company’s 4,078-hectare 100% owned PLN project is located within the south-western edge of the Athabasca Basin, in proximity to Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, which is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is accessed by Provincial Highway 955, which transects the property, and the new JR Zone uranium discovery is located 23km northwest of Fission Uranium’s Triple R deposit.

Qualified Person

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the Company by Raymond Ashley, P.Geo., President & COO of F3, a Qualified Person. Mr. Ashley has verified the data disclosed.

About F3 Uranium Corp.:
F3 Uranium is advancing the newly discovered high-grade JR Zone on the PLN Property in the Western Athabasca Basin. This area of Saskatchewan is poised to become the next Uranium producer and home to large uranium deposits including Tiple R, Arrow, and Shea Creek. F3 Uranium currently holds 18 projects across the Athabasca Basin

Forward-Looking Statements

This news release contains “forward-looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements with respect to the use of proceeds, and the potential for development of new uranium operations in northern Saskatchewan. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner and that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on SEDAR+. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

Contact Information
Investor Relations
Telephone: 778-484-8030
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

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October 18, 2023
McFarlane Lake Mining Announces Up To C$4.5 Million Private Placement, Rob McEwen To Participate

2023-10-17 08:35:45

TORONTO, ON / ACCESSWIRE / October 17, 2023 / McFarlane Lake Mining Limited (NEO:MLM)(OTCQB:MLMLF) (“McFarlane Lake” or the “Company“), a Canadian gold exploration and development company, today announced that it intends to offer for sale, on a non-brokered private placement basis: (i) up to 50,000,000 units of the Company (the “Units“) at a price of C$0.05 per Unit; and (ii) up to 33,333,333 flow-through shares of the Company (the “FT Shares“, and together with the Units, the “Securities“) at a price of C$0.06 per FT Share, to raise collective aggregate gross proceeds of up to C$4,500,000 (together, the “Offering“). The FT Shares will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act“).

Each Unit will consist of one common share of the Company (each, a “Common Share“) and one common share purchase warrant (each, a “Warrant“). Each Warrant will be exercisable by the holder to acquire one Common Share at a price of C$0.07 per Common Share for a period of 18 months from the closing of the Offering, which is expected to occur on or about October 30, 2023. The Offering may be closed in multiple tranches at the sole discretion of the Company.

The Company expects to enter into a definitive subscription agreement with Rob McEwen, a lead investor who has agreed in principle to subscribe for $1,000,000 worth of Securities.

Mr. McEwen is Chairman and Chief Owner of McEwen Mining Inc., which has three producing mines in Nevada, Ontario, and Argentina and holds 68% interest in the large Los Azules copper project in Argentina. Mr. McEwen has been associated with the gold industry all his career, his first 18 years in the investment industry and since 1990 as CEO of several gold mining companies. Mr. McEwen was awarded the Order of Canada in 2007, the Queen Elizabeth’s Diamond Jubilee Award in 2013, was inducted into the Mining Hall of Fame in 2017 and has Honorary Doctor of Law Degrees from York University and Western University.

“We are delighted that Rob McEwen is participating in the Offering and look forward to working with him as we continue to build out our gold resources at High Lake and develop our Canadian gold properties”, says Mark Trevisiol, Chairman and Chief Executive Officer of McFarlane Lake.

Rob McEwen stated, “I was attracted to McFarlane Lake because of its terrific high-grade intercepts and the fact that it is in Canada and located close to where Goldcorp Inc. enjoyed such phenomenal exploration success and profitability. As Canadians, we need our governments to move with greater urgency to develop our natural resources. Mining provides high-paying jobs, employs a wide range of skills and has a large multiplier effect on the economy!”

McFarlane Lake will utilize the net proceeds from the Offering to further explore the Company’s High Lake property, as well as for general working capital purposes. The gross proceeds received by the Company from the sale of the FT Shares will be used to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Tax Act (the “Qualifying Expenditures“). All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2023.

There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the purposes of the Company set out herein. In connection with the Offering, the Company may pay finders’ fees equal to: (i) 3.0% of the aggregate gross proceeds of the Offering payable in cash; (ii) 3.0% of the aggregate Securities sold payable in Units; or (iii) any combination of cash and Units calculated in the manner set forth in (i) or (ii), as applicable.

The Offering is subject to acceptance by the Neo Exchange Inc. (operating as Cboe Canada) (“Cboe“) and all regulatory approvals, and all of the securities issued in connection with the Offering will be subject to applicable statutory holding periods or any other re-sale restrictions imposed under applicable securities legislation. If required in the context of the Offering, the Company will obtain written security holder approval for the Offering from at least 50% of the holders entitled vote thereon in accordance with the policies of Cboe.

About McFarlane Lake Mining

McFarlane Lake is a mineral exploration company focused on the exploration and development of the High Lake mineral property located immediately east of the Ontario-Manitoba border and the West Hawk Lake mineral property located immediately west of the Ontario-Manitoba border. In addition, McFarlane holds the McMillan and Mongowin mineral property located 70 km west of Sudbury and owns the Michaud/Munro mineral properties 115 km east of Timmins. McFarlane is a “reporting issuer” under applicable securities legislation in the provinces of Ontario, British Columbia and Alberta.

To learn more, visit: https://mcfarlanelakemining.com/

Additional information on McFarlane Lake can be found by reviewing its profile on SEDAR+ at www.sedarplus.com.

Cautionary Note Regarding Forward-Looking Information:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation, including but not limited to the investment of or participation by certain individuals in the Offering, the proposed use of proceeds of the Offering and the anticipated closing date of the Offering. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of McFarlane Lake to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risks Factors” in the Company’s Annual Information Form dated as of November 22, 2022, which is available for view on SEDAR+ at www.sedarplus.com. Forward-looking statements contained herein are made as of the date of this press release and McFarlane Lake disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

Further Information

For further information regarding McFarlane Lake, please contact:

Mark Trevisiol,
Chief Executive Officer, President and Director
McFarlane Lake Mining Limited
(705) 562-8520
This email address is being protected from spambots. You need JavaScript enabled to view it.

Craig MacPhail
NATIONAL Capital Markets
(416) 525-5709
This email address is being protected from spambots. You need JavaScript enabled to view it.

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October 17, 2023
Metals Acquisition Announces $20 Million Private Placement Equity Financing

2023-10-17 06:22:52

Mr. Mick McMullen reports:

ST. HELIER, Jersey / Oct 17, 2023 / Business Wire / Metals Acquisition Limited (NYSE: MTAL): Metals Acquisition Limited (NYSE:MTAL) (“MAC” or the “Company”) is pleased to announce that it has entered into subscription agreements with certain existing and new accredited investors to sell and issue an aggregate of 1,827,096 ordinary shares, par value $0.0001 per share, (the “Ordinary Shares”) of the Company at a price of $11.00 per Ordinary Share, for aggregate gross proceeds of approximately $20 million through a private placement financing (the “Private Placement”). Settlement and issue of new Ordinary Shares will occur shortly.

The net proceeds from the financing will be used to accelerate exploration drilling and mine development at the CSA copper mine, for working capital and general corporate purposes.

Mick McMullen, CEO of MAC commented “We are accelerating the implementation of many of the opportunities we have identified during the first three months of ownership of the CSA copper mine. With additional capital we expect to bring forward some of the previously unrealized value that exists at CSA. Our existing shareholders have strongly participated in the offer and we are very happy to have a shareholder base who continue to support us in our efforts to unlock value at the CSA mine.”

Scotiabank and Ashanti Capital are acting as joint placement agents in connection with the Private Placement.

The Ordinary Shares offered pursuant to the Private Placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This notice is does not constitute an offer to sell, nor a solicitation for an offer to purchase, the securities referenced herein. In connection with the Private Placement, the Company has agreed to file a registration statement on Form F-1 with the Securities and Exchange Commission registering the resale of the securities sold to U.S. Persons in the Private Placement.

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Metals Acquisition Limited

Metals Acquisition Limited (NYSE: MTAL) is a company focused on operating and acquiring metals and mining businesses in high quality, stable jurisdictions that are critical in the electrification and decarbonization of the global economy.

Forward Looking Statements

This press release includes “forward-looking statements.” MAC’s actual results may differ from expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward- looking statements. These forward-looking statements include, without limitation, MAC’s expectations with respect to future performance of the CSA Mine and anticipated financial impacts and other effects of the proposed business combination, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside MAC’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things; the supply and demand for copper; the future price of copper; the timing and amount of estimated future production, costs of production, capital expenditures and requirements for additional capital; cash flow provided by operating activities; unanticipated reclamation expenses; claims and limitations on insurance coverage; the uncertainty in mineral resource estimates; the uncertainty in geological, metallurgical and geotechnical studies and opinions; infrastructure risks; and dependence on key management personnel and executive officers; and other risks and uncertainties indicated from time to time in the definitive proxy statement/prospectus relating to the business combination that MAC filed with the SEC, including those under “Risk Factors” therein, and in MAC’s other filings with the SEC. MAC cautions that the foregoing list of factors is not exclusive. MAC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. MAC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

More information on potential factors that could affect MAC’s or CSA Mine’s financial results is included from time to time in MAC’s public reports filed with the SEC. If any of these risks materialize or MAC’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that MAC does not presently know, or that MAC currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect MAC’s expectations, plans or forecasts of future events and views as of the date of this communication. MAC anticipates that subsequent events and developments will cause its assessments to change. However, while MAC may elect to update these forward-looking statements at some point in the future, MAC specifically disclaims any obligation to do so, except as required by law. These forward- looking statements should not be relied upon as representing MAC’s assessment as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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October 17, 2023
Silver Bull Resources Announces C$1.29 Million Non-Brokered Private Placement

2023-10-16 15:10:32

VANCOUVER, British Columbia, Oct. 16, 2023 (GLOBE NEWSWIRE) — Silver Bull Resources, Inc. (“Silver Bull” or the “Company”) is pleased to announce that, subject to approval of the Toronto Stock Exchange (the “Exchange”), it intends to complete a non‑brokered private placement (the “Private Placement”) of up to 11,685,000 units (the “Units”) at a price of C$0.11 per Unit, for gross proceeds of up to $1,285,350.

Each Unit will consist of one (1) share of common stock of the Company (a “Common Share”) and one half of one (1/2) common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall be exercisable to acquire one (1) additional Common Share at an exercise price of C$0.13 for a period of five (5) years from the date of the closing date of the Private Placement.

Finder’s fees may be payable in accordance with Exchange policies. The Company anticipates using the proceeds from the Private Placement for general working capital and corporate purposes, including investigation and potential acquisition of additional exploration projects.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the securities will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”), as well as other available exemptions under NI 45-106. The securities to be issued pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws, except for the securities to be issued to directors, officers, promoters, consultants, insiders and other persons whose shares will be subject to the hold period required by the policies of the Exchange. Securities to be issued pursuant to the other available exemptions are subject to a hold period. Any securities to be issued pursuant to the Private Placement will be subject to a hold period under applicable U.S. securities laws, which will expire six months from the date of the closing of the Private Placement.

The securities to be issued under the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of Silver Bull’s securities in the United States.

There is an offering document related to this offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and at www.silverbullresources.com. Prospective investors should read this offering document before making an investment decision.

On behalf of the Board of Directors
“Tim Barry”

Tim Barry, CPAusIMM
Chief Executive Officer and Director

INVESTOR RELATIONS:
1 604 687 5800 This email address is being protected from spambots. You need JavaScript enabled to view it.

Cautionary note regarding forward looking statements: This news release may contain certain information that is forward-looking and is subject to important risks and uncertainties (such statements include statements regarding the terms and closing of the Private Placement, approval of the Private Placement by the Exchange, any finder’s fees or other compensation that may be paid by the Company in connection with the Private Placement, the amounts that may be raised by the Company under the Private Placement, and other statements implying a future state which are usually accompanied by words such as “anticipate”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). Any forward-looking statements in this document are intended to provide Silver Bull security holders and potential investors with information regarding Silver Bull, including management’s assessment of Silver Bull’s future plans and financial outlook. Any forward-looking statements reflect Silver Bull’s beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. As actual results could vary significantly from the forward-looking information, you should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. There is no guarantee that the Company will be successful in obtaining Exchange approval in respect of the Private Placement, that any investors shall invest in the Private Placement on the terms outlined herein or at all. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to the Company’s filings under Silver Bull’s profile on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission at www.sec.gov. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements. Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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October 16, 2023
Power Nickel to Raise $2.75 Million to Advance Exploration at Nisk Nickel PGM Project

2023-10-16 06:28:45

Initial Ambient Noise Tomography Report suggest further resource expansion potential at Nisk Main & two unexplored target areas NE of Nisk Main

TORONTO, ON / ACCESSWIRE / October 16, 2023 / Power Nickel Inc. (the “Company” or “Power Nickel”) (TSX-V:PNPN) (OTCQB:PNPNF) (Frankfurt:IVV) is pleased to announce a proposed private placement of $2.75 million in new equity capital to pursue exploration expansion at Nisk the Companies flagship Nickel PGM project near Nemiscau Quebec. The Company proposes the sale of 4,000,000 Flow-Through units (each an “FT UNIT”) of the Company, at a price of $0.50 per FT Unit, for gross proceeds of $2,000,000 and a additional up to 3,000,000 non-flow-through units (each an “NFT Unit”) at a price of $0.25 per NFT Unit for aggregate total proceeds of $2,750,000. The issue will be non brokered. The Company has received conditional TSX Venture Exchange (“TSXV”) approval for the private placement. The Company expects to close the private placement in the coming days.

“We are pleased to secure the additional equity we need to continue to advance Nisk. These funds will see us able to release our NI 43-101 report in November and continue our exploration and drilling program into Q1 of 2024” Commented Power Nickel CEO Terry Lynch. “In particular we are most encouraged by the new data we are receiving from our Ambient Noise Tomography program and in particular want to follow up on the multiple new drilling targets this has identified”

The initial Ambient Noise Tomography (ANT) data collected by the Exosphere FLEET Team, suggest further resource expansion potential at Nisk Main in addition to highlighting the presence of two unexplored Ni-sulphides targets north and east of the Nisk Main.

Figure 1: Detail ANT survey #4 (elevation 100 m) showing the velocity contrast highlighting potential new target areas.

“The initial Ambient Noise Tomography (ANT) report focuses on the review of opportunities from surface to 400 metre depth was very encouraging. A definitive signature was observed that correlates very well to our drilling discovery of Nickel PGM charged massive sulfides. This signature suggests more resource could be discovered exploring at depth south and east of Nisk Main drilling and two additional targets north and east.” – commented Terry Lynch, CEO and President. “The ANT Data encouraged us to step out aggressively with hole 1. Testing an area 300 metres south and east of nearest successful drill hole. The drill core below is what we discovered.” Lynch commented further

Figure 2 : Example of Ni-sulphides mineralization from the first hole drilled during the current fall 2023 campaign.

“This drill core looks promising, and assays are expected soon. While we have stopped drilling, to respect the seasonal moose hunt, when we resume, we expect between now and Christmas to continue to test expansion of Nisk Main below the current extent of mineralization and to begin to test the two additional areas labeled ANT 1 and 2 in the image above”

Figure 3 : Drilling Status – as of October 15, 2023.

Prior to month end Power Nickel expects to get additional detailed reports from the Ambient Noise Tomography work. The first will cover the Bonanza grade PGM discovery we made to the NE end of our property package; the “Wild Cat” target.

Figure 4 : Wild Cat area

The second and final report was designed to focus on the deeper opportunities at Nisk. This survey is looking down to a depth of 800 metres or so. Not only will this survey allow us to project at greater depths the interpretation arising from the detailed ANT surveys “above”, but it will also help to identify deeper volumes that match the ANT signature observed in the vicinity of the known Nisk Main Nickel PGM massive sulfides lenses.

Figure 5 : ANT large-scale survey

“In coupling such new pieces of intel with our newly acquired EM Survey data, downhole EM surveys, and robust litho-structural interpretation from the on-going drilling programs, this presents some very interesting and powerful data for our team to use to expedite and advance the exploration plans at Nisk. Stay tuned for what we see as a very exciting drilling season.” Commented Ken Williamson, VP Exploration Power Nickel.

Qualified Person

Kenneth Williamson, Géo, M.Sc., VP Exploration at Power Nickel, is the qualified person who has reviewed and approved the technical disclosure contained in this news release.

About Power Nickel Inc.

Power Nickel is a Canadian junior exploration company focusing on developing the High-Grade Nisk project into Canada’s first Carbon Neutral Nickel mine.

On February 1, 2021, Power Nickel (then called Chilean Metals) completed the acquisition of its option to acquire up to 80% of the Nisk project from Critical Elements Lithium Corp. (CRE:TSXV). Subsequently, Power Nickel has exercised its option to acquire 50% of the Nisk Project and delivered notice to Critical Elements that it intends to exercise its second option to bring its ownership to 80%. The last remaining commitment to activate this exercise of the option is the delivery of a NI-43-101 Technical report which is anticipated to occur at the latest in Q4 2023.

The NISK property comprises a significant land position (20 kilometers of strike length) with numerous high-grade intercepts. Power Nickel is focused on expanding the historical high-grade nickel-copper PGE mineralization with a series of drill programs designed to test the initial Nisk discovery zone and to explore the land package for adjacent potential Nickel deposits.

In addition to the Nisk project, Power Nickel owns significant land packages in British Colombia and Chile. Power Nickel is expected to reorganize these assets in a related public vehicle through a plan of arrangement.

Power Nickel announced on June 8, 2021, that an agreement had been made to complete the 100% acquisition of its Golden Ivan project in the heart of the Golden Triangle. The Golden Triangle has reported mineral resources (past production and current resources) in 130 million ounces of gold, 800 million ounces of silver, and 40 billion pounds of copper (Resource World). This property hosts two known mineral showings (gold ore and Magee) and a portion of the past-producing Silverado mine, reportedly exploited between 1921 and 1939. These mineral showings are Polymetallic veins containing quantities of silver, lead, zinc, plus/minus gold, and plus/minus copper.

Power Nickel is also 100 percent owner of five properties comprising over 50,000 acres strategically located in the prolific iron-oxide-copper-gold belt of northern Chile. It also owns a 3-per-cent NSR royalty interest on any future production from the Copaquire copper-molybdenum deposit sold to a subsidiary of Teck Resources Inc. Under the terms of the sale agreement, Teck has the right to acquire one-third of the 3-per-cent NSR for $3 million at any time. The Copaquire property borders Teck’s producing Quebrada Blanca copper mine in Chile’s first region.

For further information on Power Nickel Inc., please contact:

Mr. Terry Lynch, CEO
647-448-8044
This email address is being protected from spambots. You need JavaScript enabled to view it.

For further information, readers are encouraged to contact:

Power Nickel Inc.
The Canadian Venture Building
82 Richmond St East, Suite 202
Toronto, ON

Neither the TSX Venture Exchange nor it’s Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This message contains certain statements that may be deemed “forward-looking statements” concerning the Company within the meaning of applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential,” “indicates,” “opportunity,” “possible” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, among others, the timing for the Company to close the private placement or the second Nisk option or risk that such transactions do not close at all; raise sufficient capital to fund its obligations under its property agreements going forward; to maintain its mineral tenures and concessions in good standing; to explore and develop its projects; changes in economic conditions or financial markets; the inherent hazards associates with mineral exploration and mining operations; future prices of nickel and other metals; changes in general economic conditions; accuracy of mineral resource and reserve estimates; the potential for new discoveries; the ability of the Company to obtain the necessary permits and consents required to explore, drill and develop the projects and if accepted, to obtain such licenses and approvals in a timely fashion relative to the Company’s plans and business objectives for the applicable project; the general ability of the Company to monetize its mineral resources; and changes in environmental and other laws or regulations that could have an impact on the Company’s operations, compliance with environmental laws and regulations, dependence on key management personnel and general competition in the mining industry.

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October 16, 2023
Altamira Gold Announces Non-Brokered Private Placement of up to $2.5 Million

2023-10-16 03:37:29

Vancouver, British Columbia–(Newsfile Corp. – October 16, 2023) – Altamira Gold Corp. (TSXV: ALTA) (FSE: T6UP) (OTC Pink: EQTRF), (“Altamira” or the “Company“) announces a non-brokered private placement (the “Offering“) of up to 20 million units of the Company (the “Units“) at a price of C$0.125 per Unit for gross proceeds of up to C$2.5 million. Each Unit will be comprised of one common share and one common share purchase warrant (a “Warrant“), with each Warrant exercisable into an additional common share of the Company at C$0.20 per share for a period of 24 months from closing of the Offering.

Net proceeds of the Offering will be used for follow up drilling at the Company’s Maria Bonita discovery within the Cajueiro project, and for general working capital purposes.

The Company has agreed to pay a finder’s fee to arm’s length parties for services rendered in respect of the Offering. The finder’s fee will consist of a cash fee equal to 6% of the gross proceeds from the sale of Units to third parties sourced by the finders, and finder’s warrants equal in number to 6% of the Units sold to third parties sourced by the finders. Each finder’s warrant will be exercisable into one common share of the Company at an exercise price of C$0.20 per share for a period of 24 months from the date of closing.

Closing of the Offering is subject to the approval of the TSX Venture Exchange. The securities issued pursuant to the Offering will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. All securities issued pursuant to the Offering will be subject to a four-month hold period under Canadian securities laws and the policies of the TSX Venture Exchange, as applicable.

About Altamira Gold Corp.

The Company is focused on the exploration and development of gold and copper projects within western central Brazil. The Company holds 6 projects comprising approximately 190,000 hectares, within the prolific Juruena gold belt which historically produced an estimated 7 to 10Moz of placer gold. The Company’s advanced Cajueiro project has NI 43-101 resources of 5.66Mt @ 1.02 g/t gold for a total of 185,000 oz in the Indicated Resource category and 12.66Mt @ 1.26 g/t gold for a total of 515,000oz in the Inferred Resource category.

On Behalf of the Board of Directors,

ALTAMIRA GOLD CORP.

“Michael Bennett”

Michael Bennett
President & CEO

Tel: 604.676.5661
This email address is being protected from spambots. You need JavaScript enabled to view it.
www.altamiragold.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking statements relating to the Offering and the use of proceeds. These statements are forward-looking in nature and, as a result, are subject to certain risks and uncertainties that include, but are not limited to, general economic, market and business conditions; receipt and timing of regulatory approvals; new legislation; potential delays or changes in plans; and the Company’s ability execute and implement future plans. There is no guarantee that the Offering will close. Actual results achieved may differ from the information provided herein and, consequently, readers are advised not to place undue reliance on forward-looking information. The forward-looking information contained herein speaks only as of the date of this news release. The Company disclaims any intention or obligation to update or revise forward-looking information or to explain any material difference between such and subsequent actual events, except as required by applicable law.

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October 16, 2023
Sierra Metals Closes $16.4 Million Private Placement

2023-10-13 06:11:36

All dollars are Canadian unless otherwise noted

TORONTO / Oct 13, 2023 / Business Wire / Sierra Metals Inc. (TSX: SMT; OTC: SMTSF) (“Sierra Metals” or the “Company”) is pleased to announce that it has closed a non-brokered private placement (the “Private Placement”) to issue 43,107,360 common shares of the Company (“Common Shares”) at a price of $0.38 per common share for aggregate gross proceeds of $16,380,796.80, a portion of which has closed in escrow.

As of October 13, 2023, the Company has received $12,837,133.40 in connection with the issuance of 33,781,930 Common Shares in the first tranche of the Private Placement. $3,543,663.40, representing the funds for the second tranche of the Private Placement, are being held by the Company in escrow, pending satisfaction of conditions established by the Toronto Stock Exchange (the “TSX”).

Ernesto Balarezo Valdez, Sierra Metals’ CEO, stated, “We are pleased with the tremendous support we have received from shareholders and management as we have worked hard this year to stabilize and optimize our operations. Their participation in this Private Placement and their financial support validates our strategy to surface value for all our stakeholders.”

The proceeds from the Private Placement will be used to fund growth activities at the Company’s mines at Yaruicocha, Peru and Bolivar, Mexico, and for strategic capex and general working capital purposes.

Common Shares issued pursuant to the Private Placement will be subject to a statutory hold period.

Directors and management of the Company participated in the Private Placement for an aggregate amount of 3,079,126 Common Shares, representing approximately 7.14% of the total financing.

Insiders of the Company (the “Participating Insiders”) participated in the Private Placement for an aggregate amount of 2,361,453 Common Shares. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). In completing the Private Placement, Sierra Metals relied on the applicable exemptions from the formal valuation and minority security holder approval requirements available under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement, insofar as it involves the Participating Insiders, exceeds 25% of the Company’s market capitalization calculated in accordance with MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Private Placement as the details relating to the participation of the Participating Insiders were not settled until shortly prior to the closing of the Private Placement. Further information regarding the Private Placement will be provided in a material change report to be filed by the Company.

The Private Placement was among the alternatives considered by Sierra Metals as part of the Company’s strategic review process conducted with the assistance of CIBC Capital Markets.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Sierra Metals

Sierra Metals is a Canadian mining company focused on copper production with additional base and precious metals by-product credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico. The Company is intent on safely increasing production volume and growing mineral resources. Sierra Metals has recently had several new key discoveries and still has many more exciting brownfield exploration opportunities in Peru and Mexico that are within close proximity to the existing mines. Additionally, the Company has large land packages at each of its mines with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential.

Forward Looking Statements

This news release contains forward-looking information within the meaning of Canadian securities legislation. Forward-looking information relates to future events or the anticipated performance of Sierra Metals and reflects management’s expectations or beliefs regarding such future events and anticipated performance based on an assumed set of economic conditions and courses of action including the accuracy of the Company’s current mineral resource estimates, that the Company’s activities will be conducted in accordance with the Company’s public statements and stated goals, and that there will be no material adverse change affecting the Company, its properties or its production estimates, the expected trends in mineral prices, inflation and currency exchange rates, that all required approvals will be obtained for the Company’s business operations on acceptable terms, and that there will be no significant disruptions affecting the Company’s operations. In certain cases, statements that contain forward-looking information can be identified by the use of words such as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” “believes” or variations of such words and phrases or statements that certain actions, events or results “may,” “could,” “would,” “might,” or “will be taken,” “occur” or “be achieved” or the negative of these words or comparable terminology. Forward-looking statements include statements with respect to the use of proceeds of the Private Placement, the issuance of the second tranche of Common Shares, the release from escrow of the proceeds from the second tranche, and the satisfaction of conditions established by the TSX. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual performance of Sierra Metals to be materially different from any anticipated performance expressed or implied by such forward-looking information.

Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, satisfaction of conditions established by the TSX and the risks described under the heading “Risk Factors” in the Company’s annual information form dated March 28, 2023 for its fiscal year ended December 31, 2022 and other risks identified in the Company’s filings with Canadian securities regulators, which filings are available at www.sedarplus.ca.

The risk factors referred to above are not an exhaustive list of the factors that may affect any of the Company’s forward-looking information. Forward-looking information includes statements about the future and is inherently uncertain, and the Company’s actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors. The Company’s statements containing forward-looking information are based on the beliefs, expectations, and opinions of management on the date the statements are made, and the Company does not assume any obligation to update such forward-looking information if circumstances or management’s beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information.

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October 13, 2023
Silver Mountain Resources Announces Non-Brokered Unit Offering of up to USD$3 Million

2023-10-12 15:29:52

TORONTO, Oct. 12, 2023 /CNW/ – Silver Mountain Resources Inc. (TSXV: AGMR) (OTCQB: AGMRF) (BVL: AGMR) (“Silver Mountain“, “AGMR” or the “Company“) is pleased to announce that it intends to complete a non-brokered private placement of up to 60,000,000 units of the Company (the “Units“), at a price of USD$0.05 per Unit, for aggregate gross proceeds of up to USD$3,000,000 (the “Offering“).

Each Unit will be comprised of one (1) class A common share in the capital of the Company (each, a “Common Share“) and one-half of one (1/2) Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will be exercisable into one Common Share in the capital of the Company (each, a “Warrant Share“) at a price of USD$0.09 per Warrant Share for a period of 36 months.

The Offering is expected to close in one or more tranches, with the first tranche expected to close in early November, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The Common Shares issued in connection with the Offering are expected to be subject to a four-month statutory hold period, in accordance with applicable securities legislation.

The Company intends to use the proceeds from the Offering for corporate development and general working capital purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any applicable state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Silver Mountain

Silver Mountain Resources Inc. is a silver explorer and mine developer planning to restart production at the Reliquias underground mine and undertake exploration activities at its prospective silver camps at the Castrovirreyna Project in Huancavelica, Peru.

For additional information in respect of the Castrovirreyna Project, please refer to the Company’s technical report, titled NI 43-101 Technical Report Mineral Resource Estimate for the Reliquias Mine, Huancavelica, Peru, dated March 27, 2023, effective date March 18, 2023, available at www.sedarplus.ca.

For further information about the Company’s drill program, including cross sections of the main veins with drill hole locations, please refer to the Company’s corporate presentation, available on its website at www.agmr.ca. Silver Mountain’s subsidiary Sociedad Minera Reliquias S.A.C. owns 100% of its concessions and holds more than 60,000 hectares in the district of Castrovirreyna, Huancavelica, Peru

Forward Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements“) that relate to Silver Mountain’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.

Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Silver Mountain’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors set forth under “Caution Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s annual information form dated August 14, 2023, and other disclosure documents available on the Company’s profile at www.sedarplus.ca. Silver Mountain undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Silver Mountain to predict all of them or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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October 12, 2023
Troy Minerals Completes $3 Million Private Placement

2023-10-11 15:45:39

VANCOUVER, BC / ACCESSWIRE / October 11, 2023 / Troy Minerals Inc. (“Troy” or the “Company”) (CSE:TROY) (OTCQB:TROYF) is pleased to announce that the Company has closed a private placement offering of 8,571,994 common shares of the Company at a price of $0.35 per share for gross proceeds of $3,000,200. The Company intends to proceed with a second tranche of the offering.

In connection with the offering, the Company paid total cash commissions of $46,660 and issued 133,315 finder’s warrants. Each finder’s warrant is exercisable into a common share of the Company at an exercise price of $0.35 for a period of two years from the date of closing of the Private Placement.

Proceeds of the offering will be used towards advancing the Company’s current mineral projects, potential acquisitions, marketing and awareness campaigns, and general working capital.

The securities issued in connection with the offering will be subject to a four-month hold period ending on February 12, 2024, in accordance with securities laws and the policies of the Canadian Securities Exchange, as applicable.

ON BEHALF OF THE BOARD,

Rana Vig | President and Director
Telephone: 604-218-4766
This email address is being protected from spambots. You need JavaScript enabled to view it.

About Troy Minerals Inc.

Troy Minerals is a mineral exploration company focused on the acquisition, exploration, and development of mineral properties. The Company currently holds interest in four assets;

The Lake Owen project (formerly SW2) is a highly perspective Vanadium, Titanium and Iron ore rich project that consists of 91 mineral claims located approximately 50km southwest of Laramie, Wyoming USA. The property is a one billion tonne plus target in a Proterozoic Layered Mafic Intrusive host with strong magnetite-rich cumulates and accompanying V/Ti and Pt/Pd/Au/Rh-bearing sulfide horizons.

The Lac Jaques project is a drive to project with close infrastructure located approximately 250km north of Montreal Quebec, Canada and is comprised of 17 claims totaling 994 ha. The Property hosts high grade REE mineralization at the surface in a structurally controlled and steeply dipping carbonatite dike up to 25 meters thick with multi-kilometer potential.

The Green Gold project, in which the Company has the right to acquire 100% interest, is comprised of fourteen (14) mineral claims with an aggregate area of 11,238 hectares, is located in central British Columbia in the Cariboo Mining Division, approximately 34 kilometers (km) southwest of the city of Prince George.

The Ticktock project, a 1,065-hectare property located within the prolific Golden Triangle region of British Columbia, Canada, lies 23km northwest of the historic Eskay Creek Mine and sits between the Enduro Metals Newmont Lake property and the Aben Resources Forrest-Kerr property.

The scientific and technical disclosure in this news release was approved by William Cronk, P.Geo, a Qualified Person as defined in NI 43-101, and a consultant to the Company.

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to the intended use of funds. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “will” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

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October 11, 2023
Mayfair Gold Announces C$11 Million In Private Placement Financings

2023-10-10 15:05:37

VANCOUVER, British Columbia, Oct. 10, 2023 (GLOBE NEWSWIRE) — Mayfair Gold Corp. (“Mayfair” or the “Company”) (TSX-V: MFG; OTCQB: MFGCF) today announced the arrangement of a non-brokered private placement financing of 2,381,000 common shares (the “Shares”) at a price per Share of $2.10 for gross proceeds of approximately $5 million, and a concurrent non-brokered private placement financing of 2,040,000 common shares on a flow-through basis (the “FT Shares”) at a price per FT Share of $2.94 (together the “Offering”) for gross proceeds of approximately $6 million. The FT Share price of $2.94 represents a premium of approximately 38% over the closing price of Mayfair Gold common shares on the TSX.V on October 10, 2023. The aggregate gross proceeds of the Offering are expected to be approximately $11 million.

All proceeds from the sale of the FT Shares will be used for expenditures which qualify as Canadian Exploration Expenses (“CEE”) within the meaning of the Income Tax Act (Canada). The Company will renounce such CEE expenditures with an effective date of no later than December 31, 2023.

A portion of net proceeds of the Shares issued under the Offering will be reserved for working capital. The balance will be used to further Mayfair’s successful exploration program at the Fenn-Gib gold project in the Timmins region of Ontario. Finder’s fees may be payable on a portion of the Offering.

The shares issued under the Offering will be subject to a four-month hold period. The Offering is expected to close on or about November 2, 2023. The Offering is subject to customary closing conditions, including approval from the TSX.V.

This press release is not an offer of common shares for sale in the United States. The Shares may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the US. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. Mayfair will not make any public offering of the Shares in the United States. The Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws.

About Mayfair

Mayfair Gold is a Canadian mineral exploration company focused on advancing the 100% controlled Fenn-Gib gold project in the Timmins region of Northern Ontario. The Fenn-Gib gold deposit is Mayfair’s flagship asset and currently hosts an updated NI 43-101 resource estimate with an effective date of April 6, 2023 with a total Indicated Resource of 113.69M tonnes containing 3.38M ounces at a grade of 0.93 g/t Au and an Inferred Resource of 5.72M tonnes containing 0.16M ounces at a grade of 0.85 g/t Au at a 0.40 g/t Au cut-off grade (Source: Tim Maunula, P. Geo., of T. Maunula & Associates Consulting Inc., who is deemed a qualified person as defined by NI 43-101). The Fenn-Gib deposit has a strike length of over 1.5km with widths ranging over 500m. The gold mineralized zones remain open at depth and along strike to the east and west. Recently completed metallurgical tests confirm that the Fenn-Gib deposit can deliver robust gold recoveries of up to 94%.

For further information contact:

Patrick Evans, President and CEO
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: (480) 747-3032
Web: www.mayfairgold.ca

Forward Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements“) that relate to Mayfair’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.

Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Mayfair’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the impact and progression of the COVID-19 pandemic and other factors. Mayfair undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Mayfair to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

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 news release.

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October 10, 2023
Denison Mines Announces US$55 Million Bought Deal Offering

2023-10-10 13:59:30

TORONTO, Oct. 10, 2023 /CNW/ – Denison Mines Corp. (“Denison” or the “Company”) (TSX: DML) (NYSE American: DNN) is pleased to announce that it has entered into an agreement with Cantor Fitzgerald Canada Corporation, as sole book-runner and lead underwriter, on its own behalf and on behalf of a syndicate of underwriters (collectively, the “Underwriters”), under which the Underwriters have agreed to purchase, on a bought deal basis, 37 million shares of the Company at US$1.49 per share (the “Issue Price”) for aggregate gross proceeds of approximately US$55.13 million (the “Offering”).

In addition, Denison has agreed to grant to the Underwriters an over-allotment option (the “Over-Allotment Option”) exercisable, in whole or in part, at the sole discretion of the Underwriters to purchase up to an additional 5.55 million shares of the Company at the Issue Price until October 16, 2023 for potential additional gross proceeds to Denison of up to approximately US$8.27 million.

Denison intends to use the net proceeds from the Offering to fund (1) the advancement of the proposed Phoenix in-situ recovery uranium mining operation at Denison’s Wheeler River Project (the “Phoenix Project”) through the procurement of long lead items (including associated engineering, testing and design) identified during the ongoing Front End Engineering Design process and the Phoenix Feasibility Study; (2) exploration and evaluation expenditures; and (3) general corporate and administrative expenses, including those in support of corporate development activities, and working capital requirements.

Based upon preliminary budgets and plans, Denison expects the funds, taken together with existing financial resources including those from prior prospectus financings, will be sufficient to advance the Phoenix Project to a final investment decision and into the project execution phase. Denison further expects to be able to fund operations during this period while maintaining a large portion of its current physical uranium holdings, to be utilized in the future in connection with financing the continued advancement and/or construction of the Phoenix Project.

Denison will pay to the Underwriters a cash commission equal to 4.75% of the gross proceeds of the Offering, including any proceeds received from the exercise of the Over-Allotment Option.

The Offering will be made by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s existing Canadian short form base shelf prospectus (the “Base Shelf Prospectus”) and U.S. registration statement on Form F-10, as amended (File No. 333-258939) (the “Registration Statement”), each dated September 16, 2021. The Registration Statement was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 17, 2021. The Prospectus Supplement has been filed with the securities commissions in each of the provinces and territories of Canada, except Quebec, and with the SEC. The Canadian Prospectus Supplement is available on the SEDAR+ website maintained by the Canadian Securities Administrators at www.sedarplus.ca. The U.S. Prospectus Supplement (together with the related U.S. Base Shelf Prospectus) is available on the SEC’s website at www.sec.gov. Alternatively, the Prospectus Supplement may be obtained upon request by contacting the Company or Cantor Fitzgerald Canada Corporation in Canada, attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email: This email address is being protected from spambots. You need JavaScript enabled to view it. or Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 499 Park Avenue, 6^th Floor, New York, New York, 10022 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

The Offering is expected to close on or about October 16, 2023, subject to the satisfaction of certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the NYSE American.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon by the accuracy or adequacy of the Prospectus Supplement, the Base Shelf Prospectus or the Registration Statement.

About Wheeler River

Wheeler River is the largest undeveloped uranium project in the infrastructure-rich eastern portion of the Athabasca Basin region, in northern Saskatchewan. The project is host to the high-grade Phoenix and Gryphon uranium deposits, discovered by Denison in 2008 and 2014, respectively, and is a joint venture between Denison (90% and operator) and JCU (Canada) Exploration Company Limited (10%). In August 2023, Denison filed a technical report summarizing the results of (i) the feasibility study completed for In-Situ Recovery (‘ISR’) mining of the high-grade Phoenix uranium deposit and (ii) a cost update to the 2018 Pre- Feasibility Study for conventional underground mining of the basement-hosted Gryphon uranium deposit. Based on the respective studies, both deposits have the potential to be competitive with the lowest cost uranium mining operations in the world. Permitting efforts for the planned Phoenix ISR operation commenced in 2019 and have advanced significantly, with licensing in progress and a draft Environmental Impact Statement submitted for regulatory and public review in October 2022. More information is available in the technical report titled “NI 43-101 Technical Report on the Wheeler River Project Athabasca Basin, Saskatchewan, Canada” dated August 8, 2023 with an effective date of June 23, 2023, a copy of which is available on Denison’s website and under its profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

About Denison

Denison is a uranium exploration and development company with interests focused in the Athabasca Basin

region of northern Saskatchewan, Canada. In addition to the Company’s effective 95% interest in its flagship Wheeler River Uranium Project, Denison’s interests in Saskatchewan include a 22.5% ownership interest in the McClean Lake Joint Venture, which comprises several uranium deposits and the McClean Lake uranium mill that is contracted to process the ore from the Cigar Lake mine under a toll milling agreement, plus a 25.17% interest in the Midwest Main and Midwest A deposits and a 67.41% interest in the Tthe Heldeth Túé (“THT”) and Huskie deposits on the Waterbury Lake property. The Midwest Main, Midwest A, THT and Huskie deposits are located within 20 kilometres of the McClean Lake mill.

Through its 50% ownership of JCU, Denison holds additional interests in various uranium project joint ventures in Canada, including the Millennium project (JCU, 30.099%), the Kiggavik project (JCU, 33.8118%) and Christie Lake (JCU, 34.4508%).

Denison’s exploration portfolio includes further interests in properties covering ~285,000 hectares in the Athabasca Basin region.

Follow Denison on Twitter @DenisonMinesCo

Cautionary Statement Regarding Forward-Looking Statements

Certain information contained in this news release constitutes ‘forward-looking information’, within the meaning of the applicable United States and Canadian legislation concerning the business, operations and financial performance and condition of Denison. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as ‘plans’, ‘expects’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’, or the negatives and/or variations of such words and phrases, or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’ or ‘will be taken’, ‘occur’, ‘be achieved’ or ‘has the potential to’.

In particular, this news release contains forward-looking information pertaining to: the terms and likelihood of completion of the Offering, the use of proceeds from sales from the Offering, including expectations with respect to the advancement of the Phoenix Project and an investment decision on the Phoenix Project; and the ability to satisfy the conditions to the closing of the Offering.

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. For example, market volatility could impact Denison’s ability to complete the Offering on the terms herein described or at all. In addition, Denison may decide or otherwise be required to suspend its evaluation or other project activities if it is unable to maintain or otherwise secure the necessary approvals or resources (such as testing facilities, capital funding, etc.), which could have a material impact on the Company’s intended use of proceeds of the Offering and other objectives stated in this press release. Denison believes that the expectations reflected in this forward-looking information are reasonable and no assurance can be given that these expectations will prove to be accurate and results may differ materially from those anticipated in this forward-looking information. For a discussion in respect of risks and other factors that could influence forward-looking events, please refer to the factors discussed in Denison’s Annual Information Form dated March 27, 2023 under the heading “Risk Factors”. These factors are not, and should not be construed as being exhaustive.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Any forward-looking information and the assumptions made with respect thereto speaks only as of the date of this news release. Denison does not undertake any obligation to publicly update or revise any forward-looking information after the date of this news release to conform such information to actual results or to changes in Denison’s expectations except as otherwise required by applicable legislation.

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October 10, 2023
Thesis Gold Completes Final Tranche of $11.16 Million Financing

2023-10-10 13:28:50

Vancouver, British Columbia–(Newsfile Corp. – October 10, 2023) – Thesis Gold Inc. (TSXV: TAU) (WKN: A3EP87) (OTCQX: THSGF) (“Thesis” or the “Company“) is pleased to announce today that it has completed the closing of the second and final tranche of its brokered private placement previously announced on September 7, 2023 (the “Offering“) for gross proceeds of $6,341,205, representing 6,818,500 flow-through common shares (the “FT Shares“) at $0.93 per FT Share. The Company received aggregate gross proceeds of $11,162,915 from the two tranches of the Offering and issued a total of 6,818,500 flow-through common shares and 4,267,000 premium flow-through common shares (“Premium FT Share“, together with the FT Shares, the “Flow-Through Shares“) at $1.13 per Premium FT Share. More information about the Offering and the closing of the first tranche of the Offering can be found in the press release dated October 5, 2023 – available under the Company’s SEDAR+ profile on www.sedarplus.ca.

The gross proceeds from the Offering will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures“) related to the Company’s projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the Flow-Through Shares effective December 31, 2023.

Pursuant to an agency agreement (the “Agency Agreement“) among the Company and a syndicate of agents led by Clarus Securities Inc. and including PI Financial Corp. and Cormark Securities Inc. (the “Agents“), the Company, under the two tranches of the Offering (i) paid the Agents an aggregate cash commission of $669,774,.90 representing 6% of the gross proceeds raised under the Offering; and (ii) issued to the Agents 665,130 broker warrants each entitling the holder to acquire one non-flow-through common share of the Company at a price of $1.13 per share at any time for a period of 24 months from the closing date of each tranche of the Offering.

All securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, under applicable Canadian securities legislation. The Offering remains subject to the final approval of the TSX Venture Exchange (the “TSXV“).

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

On behalf of the Board of Directors
Thesis Gold Inc.

“Ewan Webster”

Ewan Webster Ph.D., P.Geo.
President, CEO, and Director

About Thesis Gold Inc.

Thesis Gold, following its strategic merger with Benchmark Metals, is unlocking the combined potential of the Ranch and Lawyers Gold-Silver Projects in the Toodoggone mining district of north-central British Columbia, Canada. The 2022 Preliminary Economic Assessment for the Lawyers Project alone projected an open-pit mining operation that would yield 163,000 gold equivalent ounces annually over a 12-year span. The Company is now evaluating the integration of the Ranch project, aiming to enhance these figures and bolster the overall potential. Central to this ambition is the 50,000-metre drill program, designed to define the high-grade underground resource at Lawyers and augment the near-surface high-grade deposits at Ranch. The Company’s roadmap includes the release of a global Company resource estimate by Q2 2024, followed by an updated Preliminary Economic Assessment in Q3 2024. Through these strategic initiatives, Thesis Gold aspires to rise to the forefront of global precious metals ventures.

For further information or investor relations inquiries, please contact:

Dave Burwell
Vice President Corporate Development
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: 403-410-7907
Toll Free: 1-888-221-0915

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 press release.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Offering, intended use of proceeds from the Offering, and the future plans or prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to business, market, and economic risks, uncertainties, and contingencies that may cause actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company’s most recent annual management’s discussion and analysis, which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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October 10, 2023
Fortuna pays down $40 million of debt from increased cash flow
2023-10-10 02:03:35
(All amounts expressed in US dollars, tabular amounts in millions, unless otherwise stated)

VANCOUVER, British Columbia, Oct. 10, 2023 (GLOBE NEWSWIRE) — Fortuna Silver Mines Inc. (NYSE: FSM) (TSX: FVI) reports that it has paid down $40 million of its revolving credit facility at the end of the third quarter of 2023, using cash on hand.

As at June 30, 2023, Fortuna reported a leverage ratio¹ of 0.9 times total net debt² to adjusted EBITDA³. After the payment of $40 million, it is expected that the Company’s total outstanding debt balance will stand at approximately $206 million on its credit facility (excluding letters of credit), and approximately $46 million of convertible notes, for an estimated total net debt, after cash and cash equivalents, of $133 million as at the end of the third quarter of 2023. This represents a reduction of approximately $65 million in total net debt in the period reflecting increased cash flows from the contribution of the Séguéla Mine in its first full quarter of production.

With operational and financial results weighted towards the second half of 2023 following the successful completion of a two-year intensive capital investment phase at Séguéla, the Company intends to shift its capital allocation priorities towards debt repayment, the continued advancement of its high-value exploration opportunities in the portfolio and will evaluate other initiatives to enhance shareholder value.

The estimated total net debt and liquidity for Fortuna as at the end of the third quarter of 2023 is preliminary financial information and has been prepared by management and remains subject to final review by the Company’s audit committee and approval by the Company’s board of directors. Such preliminary financial information for the third quarter of 2023 is subject to the finalization and closing of Fortuna’s accounting books and records for the period. Refer to the “Cautionary Statements” section at the end of this news release.

It is expected that the Company will release its financial statements and management’s discussion and analysis as at and for the three and nine months ended September 30, 2023, as approved by its audit committee and board of directors, on Wednesday, November 8, 2023, after market close.

Notes:
1. Total net debt to adjusted EBITDA is a non-IFRS ratio; refer to the “Non-IFRS Measures” section at the end of this news release for a description of this non-IFRS ratio and the reconciliation from debt, the most comparable IFRS measure
2. Total net debt is a non-IFRS measure; refer to the “Non-IFRS Measures” section at the end of this news release for a description of this non-IFRS measure and a reconciliation to debt, the most comparable IFRS measure
3. Adjusted EBITDA is a non-IFRS measure; refer to the “Non-IFRS Financial Measures” section in the Company’s management discussion and analysis for the three and six months ended June 30, 2023 (“Q2 2023 MD&A”), for a description of the measure on page 27 and for a reconciliation to net income the most directly comparable IFRS measure on page 36, and which aforementioned sections are incorporated by reference herein. The Q2 2023 MD&A may be accessed on SEDAR+ at www.sedarplus.ca under the Company’s profile
About Fortuna Silver Mines Inc.

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with five operating mines in Argentina, Burkina Faso, Côte d’Ivoire, Mexico, and Peru. Sustainability is integral to all our operations and relationships. We produce gold and silver and generate shared value over the long-term for our stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit our website.

ON BEHALF OF THE BOARD

Jorge A. Ganoza
President, CEO, and Director
Fortuna Silver Mines Inc.

Investor Relations:

Carlos Baca | This email address is being protected from spambots. You need JavaScript enabled to view it. | www.fortunasilver.com | X | LinkedIn | YouTube

Cautionary Statements

The estimated total net debt and liquidity for the Company as at the end of the third quarter of 2023, is preliminary financial information and has been prepared by management and remains subject to final review by the Company’s audit committee and approval by the Company’s board of directors. Such preliminary financial information for the third quarter of 2023 is subject to the finalization and closing of our accounting books and records for the period and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with accounting principles generally accepted under International Financial Reporting Standards (IFRS). The Company’s auditor has not audited the preliminary financial information contained in this news release, nor have they expressed any opinion or any other form of assurance on the preliminary financial information contained herein.

Forward-looking Statements

This news release contains forward looking statements which constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (collectively, “Forward-looking Statements”). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this news release include, without limitation, the Company’s anticipated financial and operational performance in 2023; preliminary estimated financial information for the third quarter of 2023; a preliminary estimate of the Company’s liquidity and outstanding debt balance and total net debt as at September 30, 2023; a preliminary estimate of the reduction in total net debt compared to the second quarter ended June 30, 2023; the Company’s plans for its allocation of capital for the remainder of 2023 and on an ongoing basis; the economics for the mine at Séguéla; statements about the Company’s plans for its mines and mineral properties; the Company’s business strategy, plans and outlook; the merit of the Company’s mines and mineral properties; the future financial or operating performance of the Company; the anticipated timing for release of the Company’s financial statements and management’s discussion and analysis as at and for the three and nine months ended September 30, 2023. Often, but not always, these Forward looking Statements can be identified by the use of words such as “estimated”, “expected”, “anticipated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”, “containing”, “remaining”, “to be”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others, the preliminary estimated financial information, liquidity and outstanding total debt may not be consistent with the final quarterly results and statement of liquidity and debt subsequently approved by the Board; operational risks associated with mining and mineral processing; uncertainty relating to Mineral Resource and Mineral Reserve estimates; uncertainty relating to capital and operating costs, production schedules and economic returns; uncertainties related to new mining operations such as the Séguéla Mine; risks relating to the Company’s ability to replace its Mineral Reserves; risks associated with mineral exploration and project development; uncertainty relating to the repatriation of funds as a result of currency controls; environmental matters including obtaining or renewing environmental permits and potential liability claims; uncertainty relating to nature and climate conditions; risks associated with political instability and changes to the regulations governing the Company’s business operations; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which the Company does or may carry on business; risks associated with war, hostilities or other conflicts, such as the Ukrainian – Russian conflict, and the impact it may have on global economic activity; risks relating to the termination of the Company’s mining concessions in certain circumstances; developing and maintaining relationships with local communities and stakeholders; risks associated with losing control of public perception as a result of social media and other web-based applications; potential opposition to the Company’s exploration, development and operational activities; risks related to the Company’s ability to obtain adequate financing for planned exploration and development activities; property title matters; risks relating to the integration of businesses and assets acquired by the Company; impairments; risks associated with climate change legislation; reliance on key personnel; adequacy of insurance coverage; operational safety and security risks; legal proceedings and potential legal proceedings; the ability of the Company to successfully contest and revoke the resolution issued by SEMARNAT which annuls the extension of the environmental impact authorization for the San Jose Mine; temporary restrictions imposed by the Company’s lenders on the Company’s abilities under the Credit Facility; our ability to access the capital markets; uncertainties relating to general economic conditions; risks relating to a global pandemic, which could impact the Company’s business, operations, financial condition and share price; competition; fluctuations in metal prices; risks associated with entering into commodity forward and option contracts for base metals production; fluctuations in currency exchange rates and interest rates; tax audits and reassessments; risks related to hedging; uncertainty relating to concentrate treatment charges and transportation costs; sufficiency of monies allotted by the Company for land reclamation; risks associated with dependence upon information technology systems, which are subject to disruption, damage, failure and risks with implementation and integration; risks associated with climate change legislation; labour relations issues; as well as those factors discussed under “Risk Factors” in the Company’s Annual Information Form. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking Statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to expectations regarding the Company’s financial performance for the third quarter of 2023; that management’s preliminary financial information for the third quarter of 2023 will be consistent with the final full quarterly financial results; that the Company’s activities will be conducted in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company, its properties or its production estimates (which assume accuracy of projected head grade, mining rates, recovery timing, and recovery rate estimates and may be impacted by unscheduled maintenance, labour and contractor availability and other operating or technical difficulties); the duration and effect of global and local inflation; geo-political uncertainties on the Company’s production, workforce, business, operations and financial condition; the expected trends in mineral prices, inflation and currency exchange rates; that the Company will be successful in challenging the annulment of the extension to the San Jose Mine environmental impact authorization; that all required approvals and permits will be obtained for the Company’s business and operations on acceptable terms; that there will be no significant disruptions affecting the Company’s operations; the Company’s ability to access the capital markets; the ability to meet current and future obligations and such other assumptions as set out herein. Forward-looking Statements are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.

The purpose of disclosing the Company’s estimated total outstanding debt balance and estimated total net debt, after cash and cash equivalents is to assist readers in understanding the impact of cash flows from the contribution of the Company’s Séguéla Mine on its outstanding indebtedness. This information may not be appropriate for other purposes.

Non-IFRS Financial Measures

The Company has disclosed certain financial measures and ratios in this news release which are not defined under IFRS, as issued by the International Accounting Standards Board, and are not disclosed in the Company’s financial statements, including but not limited to total net debt and total net debt to adjusted EBITDA ratio. These non-IFRS financial measures and non-IFRS ratios are widely reported in the mining industry as benchmarks for performance and are used by management to monitor and evaluate the Company’s operating performance and ability to generate cash. The Company believes that, in addition to financial measures and ratios prepared in accordance with IFRS, certain investors use these non-IFRS financial measures and ratios to evaluate the Company’s performance. However, the measures do not have a standardized meaning under IFRS and may not be comparable to similar financial measures disclosed by other companies. Accordingly, non-IFRS financial measures and non-IFRS ratios should not be considered in isolation or as a substitute for measures and ratios of the Company’s performance prepared in accordance with IFRS. Except as otherwise described below, the Company has calculated these non-IFRS financial measures and non-IFRS ratios consistently for all periods presented. To facilitate a better understanding of these measures as calculated by the Company, descriptions are provided below.

Total net debt is a non-IFRS measure which is calculated as debt consisting of credit facilities and convertible debentures less cash and cash equivalents.

Management believes that total net debt provides valuable information as an indicator of the Company’s liquidity and ability to fund working capital needs fund capital expenditures. Total net debt is also a common metric that provides additional information used by investors and analysts for valuation purposes based on an observed or inferred relationship between total net debt and enterprise value. Total net debt is not meant to be a substitute for other subtotals or totals presented in accordance with IFRS measures, but that rather should be evaluated in conjunction with IFRS measures.

The following table presents a reconciliation of Total net debt from Debt¹, the most directly comparable IFRS measure, as of the date of this news release:

As at September 30, 2023

Debt $255,700,000

Less: cash and cash equivalents ($118,300,000)

Total net debt $137,400,000

Note:
1. The debt, cash and cash equivalents, and total net debt figures for the Company presented in the table above, represent preliminary financial information estimated by management which remains subject to final review by the Company’s audit committee and approval by the Company’s board of directors.
Total Net Debt to Adjusted EBITDA Ratio

Total net debt to adjusted EBITDA ratio is a non-IFRS ratio which is calculated as total net debt divided by adjusted EBITDA. Management believes that total net debt to adjusted EBITDA provides valuable information as an indicator of the Company’s solvency and ability to fund working capital needs and fund capital expenditures. Total net debt to adjusted EBITDA ratio is also a common metric that provides additional information used by investors and analysts for valuation purposes based on an observed or inferred relationship between total net debt to adjusted EBITDA ratio and enterprise value. Total net debt to adjusted EBITDA ratio is not meant to be a substitute for other subtotals or totals presented in accordance with IFRS measures, but rather should be evaluated in conjunction with IFRS measures.

The following table presents a reconciliation of total net debt to adjusted EBITDA ratio from debt, the most directly comparable IFRS measure, as of June 30, 2023:

(Expressed in $ millions, except total net debt to adjusted EBITDA ratio)

As at June 30, 2023

Debt 291.2

Less: cash and cash equivalents (93.4)

Total net debt 197.8

Adjusted EBITDA (last four quarters) 217.1

Total net debt to adjusted EBITDA ratio 0.9:1
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October 10, 2023
F3 Announces $15 Million Strategic Investment from Denison Mines

2023-10-06 00:11:01

Kelowna, British Columbia–(Newsfile Corp. – October 6, 2023) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUF) (“F3” or the “Company“) is pleased to announce that it has entered into a binding agreement with Denison Mines Corp. (“Denison“) (TSX: DML) (NYSE American: DNN) for a $15 million strategic investment by Denison with the acquisition of unsecured convertible debentures issued by F3 (the “Debentures“). The Debentures will be convertible at a conversion price of $0.56, representing a 30% premium to F3’s current five-day volume weighted average price. Assuming conversion of the Debentures and no other changes to F3’s outstanding share capital, shares issued would represent approximately 6% of the Company.

Dev Randhawa, CEO of F3 commented, “We are pleased to welcome Denison as a strategic investor in the Company. Denison is a uranium industry leader, possessing a diverse array of both early and advanced-stage assets in the Athabasca Basin, where F3 is currently advancing the Patterson Lake North (PLN) property. We highly value Denison’s perspectives on uranium exploration and look forward to pursuing a productive relationship.”

David Cates, President, and CEO of Denison commented, “F3’s technical team has an incredible track record of exploration success including the discovery of the JR Zone on the PLN property, which represents one of the top new uranium discoveries globally. We are pleased to be investing in F3 and supporting the further assessment of the PLN property.”

Terms of the Debentures

The Debentures will carry a 9% coupon (the “Interest“), payable quarterly, over a 5-year term and will be convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price“), representing a 30% premium to F3’s current five-day volume weighted average price. F3 shall have at its sole discretion, the right to pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3’s common shares on the TSX Venture Exchange (the “TSXV“) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

F3 will be entitled, on or after the third anniversary of the date of issuance of the Debentures, at any time the F3 20-day volume-weighted average price on the TSXV exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest. Further, in the event of an F3 change of control transaction, F3 may redeem the Debentures at par plus accrued and unpaid interest plus an amount equal to the greater of (i) 15% of the principal amount and (ii) the amount of remaining unpaid Interest that would be payable during the initial three year term of the Debentures.

The gross proceeds of the Debentures will be used primarily for exploration and development of the PLN property, and for general working capital purposes.

The closing of the Debentures is expected to occur on or around October 18, 2023 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the acceptance of the TSXV. All securities issued pursuant to the Debentures will be subject to a statutory hold period in Canada expiring four months and one day from the date of issuance.

Advisors and Legal Counsel for the Transaction

Blake, Cassels & Graydon LLP is acting as legal counsel to F3 and Osler, Hoskin & Harcourt LLP is acting as legal counsel to Denison. Haywood Securities Inc. is acting as financial advisor to F3 and Canaccord Genuity Corp. is acting as financial advisor to Denison.

About Patterson Lake North

The Company’s 4,078-hectare 100% owned PLN project is located within the south-western edge of the Athabasca Basin, in proximity to Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, which is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is accessed by Provincial Highway 955, which transects the property, and the new JR Zone uranium discovery is located 23km northwest of Fission Uranium’s Triple R deposit.

Qualified Person

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the Company by Raymond Ashley, P.Geo., President & COO of F3, a Qualified Person. Mr. Ashley has verified the data disclosed.

About F3 Uranium Corp.:

F3 Uranium is advancing the newly discovered high-grade JR Zone on the PLN Property in the Western Athabasca Basin. This area of Saskatchewan is poised to become a major uranium producing region and is home to large deposits including Triple R, Arrow and Shea Creek. F3 Uranium currently holds 18 projects across the Athabasca Basin

Forward Looking Statements

This news release contains “forward-looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements with respect to the closing of the Debenture issuance and the ability to satisfy the conditions thereof, including receipt of all necessary regulatory approvals and/or the acceptance of the TSXV, the use of proceeds, the participation by others in a similar financing, and the potential for development of new uranium operations in northern Saskatchewan. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner and that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on SEDAR+. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

Contact Information
Investor Relations
Telephone: 778-484-8030
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

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October 6, 2023
Aston Bay Closes C$2.5 Million Private Placement

2023-10-05 14:28:55

TORONTO, ON / ACCESSWIRE / October 5, 2023 / Aston Bay Holdings Ltd. (TSXV:BAY) (OTCQB:ATBHF) (the “Company” or “Aston Bay“) today announces the closing of its previously announced brokered private placement (the “LIFE Offering“) and concurrent non-brokered private placement (the “Concurrent Offering” and, together with the LIFE Offering, the “Offering“) for aggregate gross proceeds of approximately C$2.5 million.

Under the terms of the LIFE Offering, the Company issued 28,847,375 units (“Units“), at a price of C$0.08 per Unit, for aggregate gross proceeds of approximately C$2.31 million. Cantor Fitzgerald Canada Corporation (the “Agent“) acted as sole agent and bookrunner in connection with the LIFE Offering. The Concurrent Offering was completed on a non-brokered private placement basis in which 2,450,000 Units were issued for aggregate gross proceeds of C$196,000 on the same terms as the LIFE Offering.

Each Unit consists of one common share of the Company (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“). Each Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.12 at any time on or before October 5, 2025.

The Company intends to use the net proceeds of the Offering for exploration and development of the Company’s projects in Virginia, and for working capital and general corporate purposes.

In connection with the LIFE Offering and as consideration for their services, the Company paid to the Agent a cash commission of C$120,227.40 and issued to the Agent 1,502,843 non-transferable warrants of ‎the Company (the “Broker Warrants“). Each Broker Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.08, subject to adjustment in certain events, at any time on or before October 5, 2025.‎

28,847,375 Units were offered pursuant to the listed issuer financing exemption (the “Listed Issuer Financing Exemption“) as outlined in Part 5A of National Instrument 45-106 — Prospectus Exemptions (“NI 45-106“). An offering document related to the portion of the Offering conducted under the Listed Issuer Financing Exemption has been filed on the Company’s profile on SEDAR+ at (www.sedarplus.ca). The balance of Units, sold as part of the Concurrent Offering, were issued on a private placement basis pursuant to exemptions from the prospectus requirements in Canada other than the Listed Issuer Financing Exemption and in offshore jurisdictions.

The Common Shares issuable from the sale of Units under the Listed Issuer Financing Exemption are not subject to a hold period in accordance with Canadian securities laws and are immediately freely tradeable, while the Common Shares and Warrants issuable from the sale of Units under other prospectus exemptions in Canada are subject to a four month hold period.

The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

About Aston Bay Holdings

Aston Bay is a publicly traded mineral exploration company exploring for high-grade copper and gold deposits in Virginia, USA, and Nunavut, Canada. The Company is led by CEO Thomas Ullrich with exploration in Virginia directed by the Company’s advisor, Don Taylor, the 2018 Thayer Lindsley Award winner for his discovery of the Taylor Pb-Zn-Ag Deposit in Arizona. The Company is currently exploring the high-grade Buckingham Gold Vein in central Virginia and is in advanced stages of negotiation on other lands with high-grade copper potential in the area.

The Company and its joint venture partners, American West Metals Limited and its wholly-owned subsidiary, Tornado Metals Ltd. (collectively, “American West“) have agreed to form a 20/80 unincorporated joint venture and enter into a joint venture agreement in respect of the Storm Project property, which hosts the Storm Copper Project and the Seal Zinc Deposit. Under such agreement, Aston Bay shall have a free carried interest until American West has made a decision to mine upon completion of a bankable feasibility study, meaning American West will be solely responsible for funding the joint venture until such decision is made. After such decision is made, Aston Bay will be diluted in the event it does not elect to contribute its proportionate share and its interest in the Storm Project property will be converted into a 2% net smelter returns royalty if its interest is diluted to below 10%.

Further details are available on the Company’s website at https://astonbayholdings.com/.

FORWARD-LOOKING STATEMENTS

Statements made in this news release, including those regarding the Offering, including the use of proceeds, as well as management objectives, forecasts, estimates, expectations, or predictions of the future may constitute “forward-looking statements”, which can be identified by the use of conditional or future tenses or by the use of such verbs as “believe”, “expect”, “may”, “will”, “should”, “estimate”, “anticipate”, “project”, “plan”, and words of similar import, including variations thereof and negative forms. This news release contains forward-looking statements that reflect, as of the date of this news release, Aston Bay’s expectations, estimates and projections about its operations, the mining industry and the economic environment in which it operates. Statements in this news release that are not supported by historical fact are forward-looking statements, meaning they involve risk, uncertainty and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Although Aston Bay believes that the assumptions inherent in the forward-looking statements are reasonable and undue reliance should not be placed on these statements, which apply only as of the date of this news release. Aston Bay disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. We seek safe harbour.

Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

FOR ADDITIONAL INFORMATION CONTACT:
Thomas Ullrich, Chief Executive Officer
This email address is being protected from spambots. You need JavaScript enabled to view it.
(416) 456-3516

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October 5, 2023
Thesis Gold Completes First Tranche of $11.24 Million Financing

2023-10-05 08:12:27

Vancouver, British Columbia–(Newsfile Corp. – October 5, 2023) – Thesis Gold Inc. (TSXV: TAU) (WKN: A3EP87) (OTCQX: THSGF) (“Thesis” or the “Company“) is pleased to announce today that it has completed a first closing of the brokered private placement announced on September 7, 2023 (the “Offering“) for gross proceeds of $4,821,710, representing 4,267,000 premium flow-through common shares (the “Premium FT Shares“). It is expected that the second and final tranche consisting of up to 6,899,600 flow-through common shares for additional gross proceeds of up to $6,416,628 (the “FT Shares“) will close on or about October 10, 2023.

Ewan Webster, President, and CEO commented, “With this financing now complete, these funds will allow us to unlock significant value across our projects, achieving key milestones over the next 12 months, including the completion of our 50,000-meter drilling program, an updated global resource estimate covering both the Ranch and Lawyers Projects, followed by a new Preliminary Economic Assessment (PEA).”

The gross proceeds from the sale of Premium FT Shares and FT Shares (collectively the “Flow-Through Shares“) will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures“) related to the Company’s projects in Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the Flow-Through Shares effective December 31, 2023.

The Offering was made pursuant to an agency agreement (the “Agency Agreement“) among the Company and a syndicate of agents led by Clarus Securities Inc. and including PI Financial Corp. and Cormark Securities Inc. (the “Agents“).

Pursuant to the Agency Agreement, the Company (i) paid the Agents a cash commission representing 6% of the gross proceeds raised under the Offering; and (ii) issued to the Agents 256,020 broker warrants each entitling the holder to acquire one non-flow-through common shares of the Company at a price of $1.13 per share at any time for a period of 24 months from the closing date of the Offering.

All securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, under applicable Canadian securities legislation. The Offering remains subject to the final approval of the TSX Venture Exchange (the “TSXV“).

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

On behalf of the Board of Directors
Thesis Gold Inc.

“Ewan Webster”

Ewan Webster Ph.D., P.Geo.
President, CEO, and Director

About Thesis Gold Inc.

Thesis Gold, following its strategic merger with Benchmark Metals, is unlocking the combined potential of the Ranch and Lawyers Gold-Silver Projects in the Toodoggone mining district of north-central British Columbia, Canada. The 2022 Preliminary Economic Assessment for the Lawyers Project alone projected an open-pit mining operation that would yield 163,000 gold equivalent ounces annually over a 12-year span. The Company is now evaluating the integration of the Ranch project, aiming to enhance these figures and bolster the overall potential. Central to this ambition is the 50,000-metre drill program, designed to define the high-grade underground resource at Lawyers and augment the near-surface high-grade deposits at Ranch. The Company’s roadmap includes the release of a global Company resource estimate by Q2 2024, followed by an updated Preliminary Economic Assessment in Q3 2024. Through these strategic initiatives, Thesis Gold aspires to rise to the forefront of global precious metals ventures.

For further information or investor relations inquiries, please contact:

Dave Burwell
Vice President Corporate Development
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: 403-410-7907
Toll Free: 1-888-221-0915

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 press release.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Offering, including the volume and timing of the closing of the second tranche, intended use of proceeds from the Offering, and the future plans or prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to business, market, and economic risks, uncertainties, and contingencies that may cause actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company’s most recent annual management’s discussion and analysis, which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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October 5, 2023
Troy Minerals Announces C$4 Million Private Placement

2023-10-03 15:05:28

VANCOUVER, BC / ACCESSWIRE / October 3, 2023 / Troy Minerals Inc. (“Troy“or the “Company“) (CSE:TROY) (OTCQB:TROYF)announces a private placement financing of up to 11,428,571 common shares (the “Offering“) at a price of $0.35 per share for gross proceeds of up to $4 million. The financing may close in multiple tranches with the first tranche scheduled to close on October 11, 2023.

Proceeds of the Offering will be used towards advancing the Company’s current mineral projects, potential acquisitions, marketing and awareness campaigns, and general working capital.

Securities issued in connection with the Offering will be subject to a four-month hold period, in accordance with securities laws and the policies of the Canadian Securities Exchange, as applicable. The Offering is subject to CSE acceptance.

ON BEHALF OF THE BOARD,

Rana Vig | Presidentand Director
Telephone: 604-218-4766
This email address is being protected from spambots. You need JavaScript enabled to view it.

About Troy Minerals Inc.

Troy Minerals is a mineral exploration company focused on the acquisition, exploration, and development of mineral properties. The Company currently holds interest in four assets;

The Lake Owen project (formerly SW2) is a highly perspective Vanadium, Titanium and Iron ore rich project that consists of 91 mineral claims located approximately 50km southwest of Laramie, Wyoming USA. The property is a one billion tonne plus target in a Proterozoic Layered Mafic Intrusive host with strong magnetite-rich cumulates and accompanying V/Ti and Pt/Pd/Au/Rh-bearing sulfide horizons.

The Lac Jaques project is a drive to project with close infrastructure located approximately 250km north of Montreal Quebec, Canada and is comprised of 17 claims totaling 994 ha. The Property hosts high grade REE mineralization at the surface in a structurally controlled and steeply dipping carbonatite dike up to 25 meters thick with multi-kilometer potential.

The Green Gold project, in which the Company has the right to acquire 100% interest, is comprised of fourteen (14) mineral claims with an aggregate area of 11,238 hectares, is located in central British Columbia in the Cariboo Mining Division, approximately 34 kilometers (km) southwest of the city of Prince George.

The Ticktock project, a 1,065-hectare property located within the prolific Golden Triangle region of British Columbia, Canada, lies 23km northwest of the historic Eskay Creek Mine and sits between the Enduro Metals Newmont Lake property and the Aben Resources Forrest-Kerr property.

The scientific and technical disclosure in this news release was approved by William Cronk, P.Geo, a Qualified Person as defined in NI 43-101, and a consultant to the Company.

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, the completion of the Offering, size of the Offering, and intended use of funds. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “will” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

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October 3, 2023
TDG Gold Announces C$2.75 Million Private Placement And Welcomes New 9.9% Institutional Investor

2023-10-02 09:16:29

WHITE ROCK, BC / ACCESSWIRE / October 2, 2023 / TDG Gold Corp (TSXV:TDG) (the “Company” or “TDG”)has arranged a non-brokered private placement of up to 16,176,470 common shares (each, a “Share“) at a price of C$0.17 per Share to raise proceeds of up to C$2.75 million (the “Offering“). TDG has received a firm commitment from a new institutional resource sector investor to acquire 11,600,000 Shares through the Offering and is expected to own approximately 9.9% of TDG’s issued and outstanding common shares upon completion of the Offering.

Dr. Fletcher Morgan, CEO & Director of TDG commented, “TDG is pleased to welcome the investment of our new cornerstone institutional investor and the validation of our systematic evaluation of the potential of our Toodoggone properties. The proceeds from the offering will allow us to follow up on our exciting results from Mets, putting TDG in a strong position to complete our existing field programs at our properties in the Toodoggone mining district, setting us up for an exciting 2024.“

The Shares issued in connection with the Offering will be subject to a four-month and a day hold period. In addition, the Offering is subject to the approval of the TSX Venture Exchange. Finder’s fees may be payable on the Offering.

Use of Proceeds

The Company intends to use the proceeds of the Offering to fund the cost of the ongoing exploration programs at the Company’s projects, with a particular focus on defining the potential of the high grade Mets gold system (see news releases dated September 7 & 11, 2023) and possible extensions; continuing to evaluate the potential for a porphyry-style bulk-tonnage copper-gold system at Baker (see news releases dated July 25, August 15 and September 6, 2023); defining a significantly larger Greater Shasta-Newberry (“GSN“) gold-silver system (see news release dated March 20, 2023); and for general working capital purposes. Work currently underway includes detailed ground-based geophysics at Mets; continued re-logging and sampling of historic core and analysis of >225 detailed, system-wide geochemical sampling at Baker; and re-logging and sampling of historic core from the GSN area outside of the defined mineral resource (see news release dated May 1, 2023). Results from these programs will continue to be announced as they become available over the coming months.

Caution to US Investors

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About TDG Gold Corp.

TDG is a major mineral tenure holder in the historical Toodoggone Production Corridor of north-central British Columbia, Canada, with over 23,000 hectares of brownfield and greenfield exploration opportunities under direct ownership or earn-in agreement. TDG’s flagship projects are the former producing, high-grade gold-silver Shasta and Baker mines, which produced intermittently between 1981-2012, and the historical high-grade gold Mets developed prospect, all which are all road accessible, and combined have over 65,000 m of historical drilling. The projects have been advanced through compilation of historical data, new geological mapping, geochemical and geophysical surveys and, at Shasta, 13,250 m of modern HQ drill testing of the known mineralization occurrences and their potential extensions.

Qualified Person

The technical content of this news release has been reviewed and approved Steven Kramar, MSc., P.Geo., Vice President, Exploration for TDG Gold Corp., a qualified person as defined by National Instrument 43-101.

ON BEHALF OF THE BOARD

Fletcher Morgan
Chief Executive Officer

For further information contact:

TDG Gold Corp.,
Telephone: +1.604.536.2711
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Neither 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.

This news release contains forward looking statements within the meaning of applicable securities laws. Forward-looking information is characterized by words such as “anticipate”, “continue”, “expect”, “may”, “will”, “should”, “potential”, variants of these words and other similar words, phrases, or statements that certain events or conditions “may” or “will” occur. In particular, this press release contains forward looking statements concerning the anticipated completion of the Offering, the potential for extensions to the Mets mineralization; the potential for bulk tonnage porphyry-style copper gold at Baker; and defining a larger gold-silver system at Greater Shasta-Newberry. Although the Company believes that the expectations and assumptions on which the forward looking statements are based are reasonable, undue reliance should not be placed on the forward looking statements because the Company cannot give any assurance that they will prove correct. Since forward looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with the state of financial markets and metals prices, and receipt of regulatory approvals. 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. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.

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October 2, 2023
Equinox Gold Completes $172.5 Million Convertible Senior Notes Bought Deal Offering

2023-09-21 06:56:55

All dollar amounts shown in United States dollars, unless otherwise indicated.

Vancouver, British Columbia–(Newsfile Corp. – September 21, 2023) – Equinox Gold Corp. (TSX: EQX) (NYSE American: EQX) (“Equinox Gold” or the “Company”) has closed its previously announced bought deal offering of $172.5 million aggregate principal amount of 4.75% unsecured convertible senior notes due 2028 (the “2028 Notes”), which includes exercise of the full amount of the option to purchase an additional $22.5 million aggregate principal amount of Notes (the “Offering”). The conversion rate for the 2028 Notes is 158.7302 common shares of Equinox Gold (“Shares”) per $1,000 principal amount of the 2028 Notes, equivalent to a conversion price of $6.30 per Share. The Company intends to use net proceeds of the Offering for repayment of debt and for general corporate purposes.

Greg Smith, President & CEO of Equinox Gold, commented: “This debt financing enables us to pay down part of our revolving credit facility, providing immediate interest savings while also positioning us to manage the upcoming maturity of our April 2024 $140 million convertible notes. The new 2028 Notes have a lower interest rate, substantially higher conversion price, no covenants and are unsecured, while extending debt maturity to October 2028.”

Equinox Gold Contacts

Greg Smith, President & Chief Executive Officer
Rhylin Bailie, Vice President Investor Relations
Tel: +1 604-558-0560
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Cautionary Notes

This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements and forward-looking information in this news release relate to, among other things: the anticipated use of proceeds of the Offering and expectations regarding the Company’s debt interest costs. Forward-looking statements or information generally identified by words such as “will”, “intends”, “potentially”, “ensure”, “advance” and similar expressions and phrases or statements that certain actions, events or results “may”, “could”, or “should”, or the negative connotation of such terms, are intended to identify forward-looking statements and information. Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct.

The Company has based these forward-looking statements and information on the Company’s current expectations and projections about future events. While the Company considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. Accordingly, readers are cautioned not to put undue reliance on the forward-looking statements or information contained in this news release.

The Company cautions that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements and information contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, those factors identified in the section titled “Risks and Uncertainties” in the Company’s MD&A dated February 21, 2023 for the year ended December 31, 2022, and in the section titled “Risks Related to the Business” in the Company’s most recently filed Annual Information Form, both of which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. Forward-looking statements and information are designed to help readers understand management’s views as of that time with respect to future events and speak only as of the date they are made. Except as required by applicable law, the Company assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement or information contained or incorporated by reference to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements and information. If the Company updates any one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement.

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September 21, 2023
Gold Line Resources Announces C$2 Million Private Placement

2023-09-21 05:04:29

TORONTO, Sept. 21, 2023 /CNW/ – Gold Line Resources Ltd. (TSXV: GLDL) (OTCQB: TLLZF) (“Gold Line” or the “Company”) is pleased to announce a non-brokered private placement of up to 20,000,000 units at a price of $0.10 per unit for proceeds of up to $2,000,000 (the “Financing”) (all figures in the current release are in Canadian dollars).

Each unit will consist of one common share and one-half of one share purchase warrant (the “Units”). Each full warrant will entitle the holder to purchase one common share at a price of $0.20 per common share for a period of twenty-four (24) months from the date of issuance (the “Warrants”). The Warrants are subject to an acceleration right that allows the Company to give notice of an earlier expiry date if the Company’s closing share price on the TSX Venture Exchange is equal to or greater than $0.40 for a period of twenty (20) consecutive trading days (the “Acceleration Right”).

The Company will pay a finder’s fee of 6% on the gross proceeds of the Financing from subscribers introduced by certain finders and will issue such number of finder’s warrants (“Finder’s Warrants”) as is equal to 6% of the Units sold to subscribers introduced by certain finders. Each Finder’s Warrant will entitle the holder thereof to purchase one common share of the Company (a “Finder’s Warrant Share”) at a price of $0.20 per Finder’s Warrant Share for a period of twenty-four (24) months from the date of issuance. Finder’s Warrants are subject to the Acceleration Right as the Warrants.

Gold Line intends to use the proceeds from the Financing for drilling and other exploration activities and general working capital purposes.

All securities issued under the Financing are subject to TSX Venture Exchange approval will be subject to a four month and one day hold period after the date of closing.

ABOUT GOLD LINE RESOURCES LTD.

Gold Line is focused on acquiring mineral properties with exceptional exploration potential in the most prolific gold-producing regions of Sweden and Finland, both regarded as top-tier mining jurisdictions and emerging exploration frontiers. Both countries possess very prospective mineral endowments, stable tenures, straightforward permitting, favorable tax regimes and supportive geopolitical landscapes. Gold Line’s Swedish projects are located in the Gold Line Mineral Belt and Skellefteå Belt of north-central Sweden and the Mjøsa-Vänern Belt in the southwest. In Finland, Gold Line holds the entire underexplored Oijärvi Greenstone Belt located in the north of the country.

ON BEHALF OF THE BOARD OF DIRECTORS OF GOLD LINE RESOURCES LTD.,

Taj Singh, M.Eng, P.Eng, CPA
President, CEO & Director

FOLLOW US:
Website: https://www.goldlineresources.com/
Twitter: https://twitter.com/GLDL_Resources
LinkedIn: https://www.linkedin.com/company/gold-line-resources-ltd

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements:

This news release contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Gold Line’s actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

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September 21, 2023
i-80 Gold Announces US$20 Million Gold Prepay Accordion with Orion Mine Finance

2023-09-20 16:33:05

All dollar figures are in United States dollars unless otherwise stated

RENO, Nev., Sept. 20, 2023 /CNW/ – i-80 GOLD CORP. (TSX: IAU) (NYSE: IAUX) (“i-80”, or the “Company”), is pleased to announce that it has entered into an amended and restated gold prepay purchase and sale agreement (the “A&R Gold Prepay Agreement”) with an affiliate of Orion Mine Finance (“Orion”), pursuant to which the Company has received aggregate gross proceeds of $20 million (the “2023 Gold Prepay Accordion”) structured as an additional accordion under the existing gold prepay agreement (the “2021 Gold Prepay Agreement”) between the Company and Orion (see the Company’s news releases dated December 14, 2021 and April 13, 2022). The existing $50 million accordion feature remains in place in the A&R Gold Prepay Agreement.

The proceeds from the 2023 Gold Prepay Accordion are expected to be used to support the development, expansion and working capital, exploration, and capital expenditure requirements of the Company’s portfolio of precious metals and poly-metallic assets.

The 2023 Gold Prepay Accordion will be repaid through the delivery by i-80 to Orion of 13,333 troy ounces of gold over a period of 12 quarters, being 1,110 troy ounces of gold per quarter over the delivery period with the first delivery being 1,123 troy ounces of gold. The first delivery will occur on March 31, 2024, and the last delivery will occur on December 31, 2026. Obligations under the A&R Gold Prepay Agreement, including the 2023 Gold Prepay Accordion, are senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company, LLC and Osgood Mining Company, LLC and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada.

In connection with the 2023 Gold Prepay Accordion, the Company has issued to Orion warrants to purchase up to 3,750,000 common shares of the Company (the “New Warrants”). The New Warrants may be exercised at any time at an exercise price of C$3.17 per common share until September 20, 2026. The New Warrants will be subject to a customary Canadian statutory four month hold period from the date of issue.

In addition, the Company has received conditional approval of the Toronto Stock Exchange (the “TSX”) to extend the expiry date of the Company’s 5,500,000 outstanding common share purchase warrants (the “Existing Warrants”) originally issued to an affiliate of Orion in connection with the 2021 Gold Prepay Agreement. The Existing Warrants, none of which are held by insiders of the Company, are exercisable for common shares of the Company at a price of C$3.275 per share and were originally set to expire on December 13, 2024. The Company has extended the expiry date of the Existing Warrants by an additional 12 months to December 13, 2025, with such extension being effective on October 4, 2023 per the rules of the TSX. All other terms of the Existing Warrants, including the exercise price, remain the same.

The issuance of the New Warrants and the extension of the expiry date of the Existing Warrants remain subject to final acceptance by the TSX and the NYSE American upon satisfaction of customary post-closing conditions.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and, accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

About i-80 Gold Corp.

i-80 Gold Corp. is a Nevada-focused, mining company with a goal of achieving mid-tier gold producer status through the development of multiple deposits within the Company’s advanced-stage property portfolio with processing at i-80’s centralized milling facilities. i-80 Gold’s common shares are listed on the TSX and the NYSE American under the trading symbol IAU:TSX and IAUX:NYSE. Further information about i-80 Gold’s portfolio of assets and long-term growth strategy is available at www.i80gold.com or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

Cautionary Statement Regarding Forward Looking Information

Certain statements in this release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws, including but not limited to, the availability of the additional $50 million accordion feature under the A&R Gold Prepay Agreement, the use of proceeds from the 2023 Gold Prepay Accordion, and the receipt of final acceptance from the TSX and the NYSE American. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect the Company’s current expectations regarding future events, performance and results and speak only as of the date of this release.

Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information, including, but not limited to: material adverse changes, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; social or labour unrest; changes in commodity prices; and the failure of exploration programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations.

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September 20, 2023
Cantex Mine Development Announces Strategic Investment by Crescat Capital as Part of C$5 Million Non-Brokered Private Placement

2023-09-20 06:05:39

KELOWNA, BC, Sept. 20, 2023 /CNW/ – Cantex Mine Development Corp. (TSXV: CD) (OTCQB: CTXDF) (the “Company”) is pleased to announce that Crescat Capital LLC (“Crescat”), in association with renowned geologist, Dr. Quinton Hennigh, is committing to an investment of up to $1,500,000 of a $5,000,000 non-brokered private placement.

“We are delighted to welcome Crescat as a strategic shareholder,” said Charles Fipke, Chairman of Cantex. “Crescat’s investment is a strong endorsement of our North Rackla project in the Yukon. The project hosts high grade silver-lead-zinc-germanium over a drill tested 2.3km strike length down to a depth in excess of 700 meters.”

Dr. Hennigh commented: “The Yukon is emerging as a major silver-zinc-lead province hosting a wide spectrum of different styles of deposits. Cantex Mine Development’s North Rackla project hosts a particularly prospective mineralizing system that displays similarities to some large, famous silver-zinc-lead deposits in Australia, notably Broken Hill, New South Wales. We are intrigued with the high-grade nature of drill intercepts to date including very high contents of germanium, an increasingly critical metal. This is a project that needs advancing, even in a very tough market, and we are happy to become new shareholders in this exciting exploration story.”

The Offering

The Offering will be comprised of a combination of flow through units (“FT units”) and non-flow through units (“Units”) for total gross proceeds of up to $5,000,000. The FT units will be priced at $0.30 per unit, with each FT unit comprised of one flow through share and one-half warrant; the Units will be priced at $0.26 per unit, with each Unit comprised of one non-flow through share and one-half warrant. Each whole warrant issued in connection with either the FT Units or the Units entitles the holder to acquire a non-flow through share at a price of $0.39 for a term of two years.

The Company may pay finder’s fees in connection with the Offering in accordance with the policies of the TSX Venture Exchange. Proceeds from the Offering will be used to fund the upcoming drill program on the Company’s North Rackla project in the Yukon and for general working capital.

About Cantex

Cantex is focused on its 100% owned 20,000 hectare North Rackla Project located 150 kilometers northeast of the town of Mayo in the Yukon Territory, Canada where significant massive sulphide mineralization has been discovered. Over 60,000 meters of drilling has defined high grade silver-lead-zinc-germanium mineralization over 2.3 kilometers of strike length and 700 meters depth. The mineralization remains open along strike and to depth. The Company is led by Dr Charles Fipke, the founder of Ekati, Canada’s first diamond mine.

Signed,

Charles Fipke

Charles Fipke
Chairman

The securities issued pursuant to the Offering will be subject to a four month hold period from the date of issue of the units. The Offering remains subject to the acceptance of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

FORWARD LOOKING STATEMENTS: Certain of the statements and information in this press release constitute “forward-looking statements” or “forward-looking information”, including statements regarding the expected use of proceeds of the private placement. Further, any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “believes”, “plans”, “estimates”, “intends”, “targets”, “goals”, “forecasts”, “objectives”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or information. The Company’s forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this press release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management’s assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information. For the reasons set forth above, investors should not place undue reliance on forward-looking statements and information.

Neither 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.

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September 20, 2023
MineHub Technologies Announces $1.5 Million Private Placement

2023-09-19 13:36:41

Vancouver, British Columbia–(Newsfile Corp. – September 19, 2023) – MineHub Technologies Inc. (TSXV: MHUB) (OTCQB: MHUBF) (“MineHub” or the “Company”) is pleased to announce a non-brokered private placement (the “Private Placement”) to raise total proceeds of up to C$1,500,000. The Private Placement will consist of 4,687,500 units at a price of $0.32 per unit (each a “Unit”). Each Unit is comprised of one common share of the Company and one-half of one transferable common share purchase warrant (each whole being a “Warrant”). Each Warrant entitles the holder to acquire one common share of the Company for a period of 2 years from closing at a price of $0.50.

Andrea Aranguren, President & CEO at MineHub, said, “With a growing network of over 100 companies currently using the platform, including market leaders such as Codelco, Southwire and Sumitomo Corporation, MineHub is rapidly advancing towards being the premier digital solution and the global leader in commodities supply chain management.

We continue to benefit from increasing commercial traction and rapid adoption from large corporate customers. The virality effect of our hub-and-spoke model is exceeding our expectations, and we look forward to announcing new customer agreements in the near future. We are well on track to achieve and even surpass our revenue targets for the year. This financing will continue to fund the Company’s growth, and we are fortunate to benefit from the support of key shareholders expected to participate in this financing who understand both the immediate and long-term upside potential of the Company and will help get us nearer to profitability. We look forward to rest of 2023 and 2024 as exciting and transformative years for the Company.”

Proceeds of the Private Placement will be used for general working capital purposes. The completion of the Private Placement is subject to approval of the TSX Venture Exchange (“TSXV”). All securities issued under the Private Placement will bear a hold period of four months and one day from the date of issuance. The Company will pay finder’s fees in connection with Private Placement as permitted by applicable securities laws and the rules of the TSXV.

Certain insiders of the Company may participate in Private Placement which participation will constitute a related-party transaction, as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The issuance of the Units is exempt from the formal valuation requirements of Section 5.4 of MI 61-101, pursuant to Subsection 5.5(a) of MI 61-101, and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101, pursuant to Subsection 5.7(1)(a) of MI 61-101.

About MineHub

MineHub provides enterprise-grade digital solutions that connect buyers, sellers, laboratories and financiers within physical commodities supply chains in a digitally integrated workflow powered by data that is useable, shareable, verifiable and unforgeable. Users of MineHub solutions are in full control of their supply chains, enabling them to optimize their use of resources, respond better and faster to disruptions, and provide a better customer service. Global enterprises already use MineHub solutions as part of their logistics, compliance, trade management and financing operations.

Andrea Aranguren
CEO, MineHub Technologies Inc.

For further information regarding MineHub, please email This email address is being protected from spambots. You need JavaScript enabled to view it. or visit our website at www.minehub.com. Tel: (604) 628-5623

Cautionary Note Regarding Forward-Looking Statements

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.

This news release contains statements that are considered “forward-looking information” within the meaning of applicable Canadian securities legislation (“forward-looking statements”) with respect to MineHub including, but not limited to, statements with respect to MineHub’s future operational plans, the timing of such plans and anticipated customers. Forward-looking statements are statements that are not historical facts are generally, but not always, identiﬁed by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although MineHub believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, the Company’s ability to raise suﬃcient capital to fund its operations, applications and for general working capital purposes, changes in economic conditions or ﬁnancial markets, changes in laws or regulations that could have an impact on the Company’s operations, dependence on its key management personnel and market competition. Other risk factors are identified in the Company’s management discussion and analysis, available on the Company’s SEDAR+ profile at www.sedarplus.ca. There may be other risk factors not presently known that management believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. Although the Company has attempted to identify risk factors that could cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements or information. The forward-looking information is made as of the date included herein, and the Company assumes no obligation to publicly update or revise such forward-looking information. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of MineHub’s management on the date the statements are made. However, except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors should change.

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September 19, 2023
Rackla Metals Announces Closing of Private Placement for Gross Proceeds of C$2.8 Million

2023-09-19 09:42:28

Vancouver, British Columbia – TheNewswire – September 19, 2023 – Rackla Metals Inc. (TSXV:RAK) (“Rackla” or the “Company”) is pleased to announce the closing of its previously announced private placement financing for aggregate gross proceeds of C$2,786,475 (the “Offering”). Under the Offering, the Company sold 5,769,000 flow-through units of the Company (each, a “Flow-Through Unit”) and 4,800,000 non-flow-through units of the Company (each, a “Hard Unit”, and together with the Flow-Through Units, the “Offered Securities”).

Each Flow-Through Unit consists of one common share of the Company (each, a “Common Share”) that will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and one Common Share purchase warrant of the Company (each, a “Warrant”). Each Hard Unit consists of one Common Share and one Warrant. Each Warrant will entitle the holder to acquire one additional Common Share (each, a “Warrant Share”) at a price of C$0.40 per Warrant Share at any time on or before September 19, 2025.

3L Capital Inc. and Canaccord Genuity Corp acted as co-lead agents and co-bookrunners (together, the “Agents”). As consideration for acting as Agents, the Company paid to the Agents a cash fee of C$122,628.50 (the “Agents’ Fee”) equal to 6.0% (or 2.0% for those subscribers listed on the “president’s list” (the “President’s List Subscribers”)) of the gross proceeds received by the Company from the sale of the Offered Securities. In addition to the Agents’ Fee, the Company also granted to the Agents 456,140 compensation options (each, a “Compensation Option”), entitling the Agents to subscribe for that number of Hard Units (each, a “Compensation Hard Unit”) equal to 6.0% (or 2.0% in the case of sales to President’s List Subscribers) of the aggregate number of Offered Securities sold under the Offering, with each Compensation Hard Unit consisting of one Common Share (each, a “Compensation Share”) and one Warrant. Subject to regulatory approval, each Compensation Option will be exercisable to acquire one Compensation Hard Unit of the Company at a price of C$0.25 at any time on or before September 19, 2025. Notwithstanding the foregoing, no Agents’ Fee was paid or Compensation Options were issued to the Agents in respect of a C$230,000 subscription for Offered Securities from one of the President’s List Subscribers.

The gross proceeds received by the Company from the sale of the Flow-Through Units will be used to incur eligible “Canadian exploration expenses” (“CEE”) that qualify as Canadian exploration expenses and “flow-through mining expenditures” for purposes of the Income Tax Act (Canada) (the “Qualifying Expenditures”) on or before December 31, 2024 (or such other period as may be permissible under applicable tax legislation) and which will be renounced in favour of the purchasers of Flow-Through Units with an effective date of no later than December 31, 2023, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of Flow-Through Units.

It is expected that the net proceeds of the Offering will be used for further exploration and development of the Company’s Astro Plutonic Complex properties (including the Astro, Hit and SER projects) and for working capital and general corporate purposes.

The Offering remains subject to the final approval of the TSX Venture Exchange. The Offered Securities will be subject to a statutory hold period of four months and one day from closing of the Offering in accordance with applicable securities laws.

The Offered Securities were sold to purchasers: (i) in British Columbia and Ontario pursuant to applicable private placement exemptions; (ii) in the United States or that are U.S. persons on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable state securities laws; and (iii) in certain offshore jurisdictions on a private placement basis.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Securities in the United States or the U.S. persons. The Offered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Rackla

Rackla Metals Inc. (TSXV: RAK) is a Vancouver, Canada based junior gold exploration company. The Company is targeting RiRGS (Reduced-intrusion Related Gold System) mineralization on the southeastern part of the Tombstone Gold Belt in eastern Yukon and western Northwest Territories. Management believes that this area, which is underexplored for RiRGS deposit types, has the potential to be the next frontier for their discovery.

ON BEHALF OF THE BOARD

Simon Ridgway,

CEO and Director

Tel: (604) 801-5432; Fax: (604) 662-8829

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Website: www.racklametals.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this press release.

Forward Looking Information

Certain statements contained in this press release constitute forward-looking statements within the meaning of applicable Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the Offering; the receipt of regulatory and other approvals for the Offering; the use of proceeds from the Offering; the ability of the Company to incur CEE with the proceeds of the sale of the Flow-Through Units, the Company’s continued exploration and development of its mineral properties and the timing to renounce all Qualifying Expenditures in favour of the subscribers of Flow-Through Units; and general business and economic conditions. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Often, but not always, these forward looking statements can be identified by the use of words such as “estimate”, “estimates”, “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “upgraded”, “offset”, “limited”, “contained”, “reflecting”, “containing”, “remaining”, “to be”, “periodically”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; and such other risks detailed from time to time in the Company’s quarterly and annual filings with securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: that the Company’s stated goals and planned exploration activities at its properties will be achieved; that there will be no material adverse change affecting the Company, its properties or its securities; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.

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September 19, 2023
Lavras Gold Upsizes Previously Announced Non-Brokered Private Placement to C$13.5 Million

2023-09-19 05:44:35

Not for dissemination in the United States or for distribution to United States News Wire Services

TORONTO, Sept. 19, 2023 (GLOBE NEWSWIRE) — Lavras Gold Corp. (the “Company”) (TSXV: LGC, OTCQB: LGCFF) announces that further to its news release of September 11, 2023, the Company has increased its private placement offering (the “Offering”) from a private placement of up to 8,000,000 common shares (each, a “Common Share”) to up to 10,000,000 Common Shares. The Common Shares will be issued at a price of CAD$1.35 per Common Share for gross proceeds of up to CAD$13,500,000. The increase in the Offering is due to investor demand.

The net proceeds of the Offering are expected to be used primarily for exploration expenses on the Company’s LDS Project in Rio Grande do Sul State of Brazil, and for general working capital purposes.

The Offering will be conducted pursuant to available exemptions from the registration and prospectus requirements of applicable securities legislation, including sales to accredited investors and to close personal friends and business associates of directors and officers of the Company.

The completion of the Offering is subject to the receipt of all regulatory and other approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Lavras Gold

Lavras Gold Corp. (TSXV: LGC, OTCQB: LGCFF) is a Canadian exploration company focused on realizing the potential of a multi-million-ounce gold district in southern Brazil. Its Lavras do Sul Project is located in Rio Grande do Sul State, and is primarily an intrusive hosted gold system of possible alkaline affinity. More than 23 gold prospects centred on historic gold workings have been identified on the property, which spans more than 22,000 hectares. Follow Lavras Gold on www.lavrasgold.com, as well as on LinkedIn, Twitter, and YouTube.

Contact information
Hemdat Sawh, CFO | This email address is being protected from spambots. You need JavaScript enabled to view it. |+1-416-671-4966

DISCLAIMER AND FORWARD-LOOKING INFORMATION

Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the content of this news release.

This news release contains certain “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements, including those on planned exploration activities and goals, are only objectives and predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information, including the risks and factors that generally affect exploration and the uncertainty of exploration results. For a description of the risks and uncertainties facing the Company and its business, refer to the Company’s Management’s Discussion and Analysis recently filed under the Company’s profile on www.sedar.com. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

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September 19, 2023
Reunion Gold Announces C$70 Million Bought Deal Financing

2023-09-18 13:29:54

LONGUEUIL, Québec, Sept. 18, 2023 (GLOBE NEWSWIRE) — Reunion Gold Corporation (TSXV: RGD; OTCQX: RGDFF) (the “Company”) has announced today that it has entered into an agreement with BMO Capital Markets, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a “bought deal” basis, 152,200,000 common shares in the capital of the Company (the “Common Shares”), at a price of C$0.46 per Common Share for gross proceeds of approximately C$70 million (the “Offering”). BMO Capital Markets and SCP Resource Finance will act as co-lead underwriters for this Offering, with BMO Capital Markets acting as sole bookrunner. The Company has granted the Underwriters an option, exercisable at the Offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. The Offering is expected to close on or about September 26, 2023 and is subject to the Company receiving all necessary regulatory approvals.

The Company intends to use the net proceeds from the Offering for continued advancement of the Company’s Oko West Project in Guyana and for general corporate purposes.

The Common Shares will be offered by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated August 16, 2023, which Prospectus Supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, other than Québec.

The Common Shares being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent 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 any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Reunion Gold Corporation

Reunion Gold Corporation is a leading gold explorer in the Guiana Shield, South America. In early 2021, the Company announced an exciting new greenfield gold discovery at its Oko West project in Guyana, where after 22 months of resource definition drilling the Company has announced an initial Mineral Resource Estimate containing 2.475 Moz of gold in Indicated resources grading 1.84 g/t Au and 1.762 Moz of gold in Inferred resources grading at 2.02 g/t. The mineralization in the Kairuni zone appears to be open-pit amenable with a strong grade profile, and the Company is continuing with additional activities relating to the delivery of a Preliminary Economic Assessment by the end of Q4 2023. In addition to Kairuni, there are several additional priority exploration targets on the Oko West project area that the Company is also exploring. See the Company’s technical report titled “NI 43-101 Technical Report Oko West Gold Project Cuyuni-Mazaruni Mining Districts, Guyana” with an effective date of June 1, 2023 for additional information about the Mineral Resource Estimate.

The Company’s common shares are listed on the TSX Venture Exchange under the symbol ‘RGD’ and trade on the OTCQX under the symbol ‘RGDFF’. Additional information about the Company is available on SEDAR+ (www.sedarplus.ca) and the Company’s website (www.reuniongold.com).

For further information, please contact:

REUNION GOLD CORPORATION
Rick Howes, President and CEO, or Doug Flegg, Business Development Advisor
E: This email address is being protected from spambots. You need JavaScript enabled to view it.
E: This email address is being protected from spambots. You need JavaScript enabled to view it.
Telephone: +1 450.677.2585

Cautionary Disclaimer Regarding Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Statements and information that are not historical facts are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions, or results “will”, “may”, “could” or “should” occur or be achieved. Forward-looking statements and the assumptions made in respect thereof involve known and unknown risks, uncertainties and other factors beyond the Company’s control. Forward-looking statements in this press release include statements regarding the expected terms and conditions of the Offering, the intended use for the net proceeds from the Offering, the receipt of stock exchange and other regulatory approval for the Offering, the anticipated jurisdictions for the Offering and the expected documentation for the Offering as well as statements regarding beliefs, plans, expectations or intentions of the Company. Mineral exploration is highly speculative, characterized by several significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Refer to the Company’s most recent annual information form dated May 9, 2023 for a description of such risks.

Forward-looking statements in this press release are made as of the date herein. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this press release are reasonable, undue reliance should not be placed on such statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this press release.

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September 18, 2023
Snow Lake Lithium Announces Premium Pricing of CDN$7.7 Million Flow-Through Offering

2023-09-18 13:23:16

Winnipeg, Manitoba–(Newsfile Corp. – September 18, 2023) – Snow Lake Resources Ltd., d/b/a Snow Lake Lithium™ (NASDAQ: LITM) (“Snow Lake” or the “Company“) is pleased to announce that it has priced and intends to complete a best-efforts flow-through financing of 2,133,979 of its common shares (each, a “Share“) at a price of CDN$3.6117 (US$2.67) per Share for gross proceeds of CDN$7,707,291.95 (US$5,697,709.73) (the “Offering“). The proceeds of the Offering will be used exclusively to further the Company’s lithium exploration and development programs in Manitoba.

The Shares will be offered for purchase and sale to purchasers in the province of Manitoba on a private placement basis under Canadian law. The Offering will be registered under applicable United States securities laws pursuant to a registration statement on Form F-3 filed with, and previously declared effective by, the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended.

The Company anticipates that the closing of the sale of the Shares will occur on or about September 21, 2023, and remains subject to the receipt of all necessary approvals.

CEO Remarks

Frank Wheatley, CEO of Snow Lake, commented: “We are extremely pleased to have arranged and priced this Offering at $2.67 per share, representing a 45% premium to our most recent closing price, minimizing the impact of dilution to our shareholders.

“Funds raised through this raise will allow Snow Lake to continue to execute on its business plan to develop the Snow Lake Lithium™ Project into Canada’s next lithium mine, and to support the EV transition in North America.”

Next Steps

The proceeds from the Offering will allow Snow Lake to commence and make substantial progress on completion of the following development activities on the Snow Lake Lithium™ Project during the balance of 2023:

Pre-feasibility study on the Snow Lake Lithium™ Project

Winter drill program designed to expand the size and confidence of the current mineral resource

Year 2 of the environmental baseline data collection program

Additional metallurgical testwork, including potential bulk samples, to support the pre-feasibility study and product qualification

Community and Indigenous consultations

Discussions with potential off-takers for both direct shipping ore (“DSO”) and spodumene concentrate

About Snow Lake Resources Ltd.

Snow Lake is a Canadian lithium development company listed on Nasdaq “(LTIM”) with 2 hard rock lithium projects, the Thompson Brothers project and the Grass River project (together the “Snow Lake Lithium™ Project”), in the Snow Lake region of Northern Manitoba. Snow Lake is focused on advancing the Snow Lake Lithium™ Project through subsequent phases of development and into production in order to supply the North American electric vehicle and energy storage markets.

The wholly owned Snow Lake Lithium™ Project now covers a 59,587-acre site that has only been 1% explored and contains an identified-to-date 8.2 million metric tonnes measured, indicated and inferred resource at between 0.99% and 1.13% Li2O.

Forward-Looking Statement

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements, including without limitation statements with regard to Snow Lake Lithium™. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Snow Lake Resources Ltd.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Some of these risks and uncertainties are described more fully in the section titled “Risk Factors” in our registration statements and annual reports filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Snow Lake Resources Ltd. undertakes no duty to update such information except as required under applicable law.

For more information, please contact:

Investors: This email address is being protected from spambots. You need JavaScript enabled to view it.

Media: This email address is being protected from spambots. You need JavaScript enabled to view it.

Twitter: @SnowLakeLithium

www.SnowLakeLithium.com

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September 18, 2023
Liberty Gold Announces Closing of Royalty Transactions and US$5.7 Million Private Placement and Welcomes Wheaton Precious Metals as a Strategic Shareholder

2023-09-18 03:02:55

VANCOUVER, British Columbia, Sept. 18, 2023 (GLOBE NEWSWIRE) — Liberty Gold Corp. (TSX:LGD; OTCQX:LGDTF) (“Liberty Gold” or the “Company”) is pleased to announce the successful completion of the previously announced (see press release dated September 11, 2023) purchase and resale of a 0.5% Net Smelter Royalty (“NSR”) on the Company’s Black Pine Oxide Gold Project (“Black Pine”) in southeastern Idaho transactions (the “Royalty Transactions”) as well as the closing of the non-brokered private placement raising proceeds of US$5.7 million (the “Offering”).

ROYALTY TRANSACTIONS

The Company has acquired the existing 0.5% NSR from a private company on certain claims at Black Pine by delivering US$3.5 million in cash consideration and 200,000 common shares of the Company. Concurrently, the Company has granted an affiliate of Wheaton Precious Metals Corp. (“Wheaton”) a new 0.5% NSR (the “Royalty”) covering all claims comprising Black Pine for which the Company has received cash consideration of US$3.6 million. The Company has been granted an option to repurchase 50% of the Royalty for US$3.6 million at any point in time up to the earlier of commercial production at Black Pine or January 1, 2030. An affiliate of Wheaton has also been granted a Right of First Refusal on any royalties, streams or pre-pays that include precious metals pertaining to Black Pine.

PRIVATE PLACEMENT FINANCING

Under the Offering, the Company sold 22.9 million shares at C$0.34 per share for proceeds to the Company of US$5.7 million. Wheaton subscribed to US$5 million of the Offering and existing shareholders, management and directors of the Company subscribed to US$0.7 million of the Offering.

The Company intends to use the proceeds of the Offering for exploration, development, economic studies and permitting programs for the Company’s projects in the Great Basin and for general working capital.

Certain directors, management and insiders of the Company (collectively, the “Interested Persons”) purchased or acquired direction and control over an aggregate of 558,820 common shares under the Offering. The Interested Persons are each considered a “related party” of Liberty Gold and the sale of common shares under the Offering to the Interested Persons constitutes a “related party transaction” within the meaning of MI 61-101 – Protection of Minority Security Holders in Special Transactions.

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT LIBERTY GOLD

Liberty Gold is focused on exploring for and developing open pit oxide deposits in the Great Basin of the United States, home to large-scale gold projects that are ideal for open-pit mining. This region is one of the most prolific gold-producing regions in the world and stretches across Nevada and into Idaho and Utah. We know the Great Basin and are driven to discover and advance big gold deposits that can be mined profitably in open-pit scenarios. 

For more information, visit libertygold.ca or contact:

Susie Bell, Manager, Investor Relations
Phone: 604-632-4677 or Toll Free 1-877-632-4677
This email address is being protected from spambots. You need JavaScript enabled to view it.

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to Liberty Gold within the meaning of applicable securities laws, including statements that address potential quantity and/or grade of minerals. Forward-looking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “planned”, “expect”, “project”, “predict”, “potential”, “targeting”, “intends”, “believe”, “potential”, and similar expressions, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “should”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including, among others, assumptions about future prices of gold, and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental approvals and financing on time, obtaining renewals for existing licenses and permits and obtaining required licenses and permits, labour stability, stability in market conditions, the timing and success of future plans and objectives in the areas of sustainable development, health, safety, environment, community development; successful resolution of disputes and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of Liberty Gold and there is no assurance they will prove to be correct.

Such forward-looking information, involves known and unknown risks, which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking information, including, risks related to the interpretation of results and/or the reliance on technical information provided by third parties as related to the Company’s mineral property interests; changes in project parameters as plans continue to be refined; current economic conditions; future prices of commodities; possible variations in grade or recovery rates; the costs and timing of the development of new deposits; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; the timing and success of exploration activities generally; delays in permitting; possible claims against the Company; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals, the completion of exploration as well as those factors discussed in the Annual Information Form of the Company dated March 28, 2023 in the section entitled “Risk Factors”, under Liberty Gold’s SEDAR profile at www.sedar.com.

Although Liberty Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Liberty Gold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

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September 18, 2023
KAINANTU RESOURCES ANNOUNCES CLOSING OF THE FINAL TRANCHE OF ITS PREVIOUSLY ANNOUNCED C$1.8 MILLION CONVERTIBLE DEBENTURE FINANCING

2023-09-15 17:11:11

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION, DISSEMINATION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES/

VANCOUVER, BC, Sept. 15, 2023 /CNW/ – Kainantu Resources Ltd. (TSXV: KRL) (FSE: 6J0) (“KRL” or the “Company“), the Asia-Pacific focused gold mining company, is pleased to announce the closing of its private placement financing of C$1.27 million (the “Offering“), originally announced on May 30, 2023.

In the first tranche of the Offering, the Company has issued senior convertible debenture units with an aggregate principal amount of C$503,164.06, as announced on June 22, 2023.

In the second tranche of the Offering, the Company has issued senior convertible debenture units with an aggregate principal amount of C$296,835.94, as announced on July 18, 2023.

In the third tranche of the Offering, the Company has issued senior convertible debenture units with an aggregate principal amount of C$310,000.

In this final tranche of the Offering, the Company has issued senior convertible debenture units (the “Debenture Units“) with an aggregate principal amount of C$160,000.

Each Debenture Unit consists of: (i) a 10% convertible secured debenture (a “Convertible Debenture“) convertible into common shares of the Company (“Common Shares“) at a conversion price of C$0.08 per common share (the “Conversion Price“) at any time given a period commencing 12 months from the closing date and ending on the date that is 36 months from the closing date, provided that if the Company does not complete a consolation of the issued and outstanding common shares that would result in a Conversion Price of at least C$0.10 on a post-consolidation basis, the Conversion Price at any time during the period commencing 12 months from the closing date and ending on the date that is 36 months from the closing date shall be C$0.10, and maturing three years from the closing date of each tranche; and (ii) such number of common share purchase warrants (the “Warrants“) that would result from dividing the principal amount of such Debenture Unit by C$0.08, with each Warrant entitling the holder thereof to acquire one common share of the Company (each, a “Warrant Share“) at C$0.12 per share for a period of 3 years from the closing of the applicable tranche.

In the event that at any time following eighteen months after the issuance of a Convertible Debenture the 60-day volume-weighted average price of the Common Shares on the TSX Venture Exchange is equal to or greater than 200% of the Conversion Price, the Company will have the right to exercise 50% of the outstanding principal amount of such Convertible Debenture into Common Shares. If such 60-day VWAP is equal to or greater than 300% of the conversion price, the Company has the right to exercise all or a portion of the outstanding principal amount of such Convertible Debenture into Common Shares.

The Convertible Debentures, Warrants, Warrant Shares, Finder Warrants (as defined below) and Finder Warrant Shares (as defined below) are subject to a statutory hold period of four months and a day ending on four months and a day after the date of issuance thereof, in accordance with applicable securities law.

Finder’s Fees

The Company has paid to Lightstream Capital Ltd. (the “Finder”) C$11,200 in cash and issued to the Finders a total of 93,333 common shares purchase warrants (the “Finder Warrants”), each Finder Warrant entitling the holder thereof to acquire one common share of the Company (each, a “Finder Warrant Share”) at C$0.12 per share for a period of three years from the closing of the applicable tranche.

Use of Proceeds

The total net proceeds from the Offering were used or are intended to be used, but are not limited to, US$400,000 allocated to the acquisition of the Kili Teke Project, with the balance of proceeds to be used to advance exploration programmes focusing on specific high-grade potential drilling targets at KRL North (adjacent to K92), KRL South (focusing on the Ontenu target) and May River (primarily at the Mountain Gate prospect), and for general working capital purposes.

About Kainantu Resources (KRL)

Kainantu Resources ‘KRL’ is an Asia-Pacific focused gold mining company with four highly prospective gold-copper projects, KRL South, KRL North and the May River Project. All projects are located in premier mining regions in PNG. Both KRL North and KRL South show potential to host high-grade epithermal and porphyry mineralisation, as seen elsewhere in the high-grade Kainantu Gold District. The May River project is near the world-renowned Frieda River Copper-Gold Project, with historical drilling indicating the potential for significant copper-gold projects. KRL has a highly experienced board and management team with a proven track record of working together in the region; and an established in-country partner. Kili Teke is an advanced development project with an existing NI 43-101 compliant inferred mineral resource.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Disclaimer and Forward-Looking Information

This release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the use of proceeds from the Offering; the Conversion Price of the Convertible Debentures; the potential consolidation of the authorized share capital of the Company; and the potential of both KRL North and KRL South. These forward-looking statements and information reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include; success of the Company’s projects; prices for gold remaining as estimated; currency exchange rates remaining as estimated; availability of funds for the Company’s projects; capital, decommissioning and reclamation estimates; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour-related disruptions; no unplanned delays or interruptions in scheduled construction and production; all necessary permits, licenses and regulatory approvals are received in a timely manner; and the ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive. The Company cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: fluctuations in gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services (including transportation); fluctuations in currency markets (such as the Canadian dollar versus the U.S. dollar); operational risks and hazards inherent with the business of mineral exploration; inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; our ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner; changes in laws, regulations and government practices, including environmental, export and import laws and regulations; legal restrictions relating to mineral exploration; increased competition in the mining industry for equipment and qualified personnel; the availability of additional capital; title matters and the additional risks identified in our filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described, or intended. Investors are cautioned against undue reliance on forward-looking statements or information. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.

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September 15, 2023
Graphite One Announces Closing of $2.7 Million Private Placement and to Present at 2023 Kinvestor Virtual Conference

2023-09-14 08:52:42

All amounts are in Canadian dollars unless otherwise indicated, except for shares

VANCOUVER, BC, Sept. 14, 2023 /CNW/ – Graphite One Inc. (TSXV: GPH); (OTCQX: GPHOF) (“Graphite One” or the “Company”) is pleased to announce that it has closed a non-brokered private placement with Bering Straits Native Corporation (“Bering Straits”) for gross proceeds of $2,718,609 through the issuance of 2,802,690 units at a price of $0.97 per unit (“Private Placement”). Each unit consists of one common share and one common share purchase warrant (a “Warrant”), with each Warrant entitling the holder to acquire, on payment of $1.21 to the Company, one common share of the Company for a period of twelve (12) months from the closing date of the Private Placement.

No finder’s fee was paid on this Private Placement and all securities issued in connection with the Private Placement will be subject to a four month + one (1) day hold period ending January 14, 2024.

The Company has also granted Bering Straits an option to invest a further US$6.0 million in common shares of the Company at any time before September 13, 2024 (the “Option”). If and when the Option and the Warrants are exercised, Bering Straits would have invested a total of US$10.4 million in Graphite One, based on the current exchange rate.

The Company intends to use the net proceeds to support the feasibility study, community investment, and general corporate purposes. Completion of the Private Placement financing is subject to receipt of final applicable regulatory approvals including final approval of the TSX Venture Exchange.

This media release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Kinvestor Days Virtual Conference

Anthony Huston, President and CEO of Graphite One is scheduled to present at the 2023 Kinvestor Days Virtual Conference on September 19, 2023 at 10:00 am PT (1:00 pm ET). More details below.

This year’s Kinvestor Days is a 2-day virtual conference featuring a stellar lineup of presenting companies in the mining and technology industries. Hosted by Kin Communications president Arlen Hansen, presenting companies will have the opportunity to share about latest developments and answer thoughtful questions from attendees.

Register for free today and reserve your spot to hear from Mr. Huston and other key executives as they discuss the latest in mining, battery metals, and technology.

Presentation Details:
Date: September 19, 2023
Presentation Time: 10:00 am PT / 1:00 pm ET
Presenter: Anthony Huston, President and CEO
Register now at https://us06web.zoom.us/webinar/register/1916911734480/WN_T-UkYKxYR66v8mUFoVsxGw

Graphite One’s Supply Chain Strategy

With the United States currently 100 per cent import dependent for natural graphite, Graphite One is planning to develop a complete U.S.-based, advanced graphite supply chain solution anchored by the Graphite Creek resource. The Graphite One Project plan includes an advanced graphite material and battery anode manufacturing plant expected to be sited in Washington State integrated with the development of the Graphite Creek Property. The plan includes a recycling facility to reclaim graphite and the other battery materials, to be co-located at the Washington State site, the third link in Graphite One’s circular economy strategy.

About Graphite One Inc.

GRAPHITE ONE INC. (TSX‐V: GPH; OTCQX: GPHOF) continues to develop its Graphite One Project (the “Project”) to become an American producer of high-grade anode materials that is integrated with a domestic graphite resource. The Project is proposed as a vertically integrated enterprise to mine, process and manufacture anode materials primarily for the lithium‐ion electric vehicle battery market. As set forth in the Company’s 2022 Pre-Feasibility Study, graphite mineralization mined from the Company’s Graphite Creek Property, situated on the Seward Peninsula about sixty (60) kilometers north of Nome, Alaska, would be processed into concentrate at an adjacent processing plant. Natural and artificial graphite anode materials and other value‐added graphite products would be manufactured from the concentrate and other materials at the Company’s proposed advanced graphite materials manufacturing facility expected to be located in Washington State. The Company intends to make a production decision on the Project upon the completion of a Feasibility Study.

On Behalf of the Board of Directors

“Anthony Huston” (signed)

For more information on Graphite One Inc., please visit the Company’s website, www.GraphiteOneInc.com.

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.

This release includes certain statements that may be deemed to be forward-looking statements. All statements in this release, other than statements of historical facts that address the use of proceeds from the Offering, receipt of regulatory approvals, exploration drilling, exploitation activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are no guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the receipt of all necessary regulatory approvals, market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, and continued availability of capital and financing, and general economic, market or business conditions. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this press release, and the Company undertakes no obligation to update publicly or revise any forward-looking information, except as required by applicable securities laws. For more information on the Company, investors should review the Company’s continuous disclosure filings that are available at www.sedar.com.

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September 14, 2023
Element 29 Resources Closes Private Placement of $2.86 Million

2023-09-13 14:08:24

Vancouver, British Columbia–(Newsfile Corp. – September 13, 2023) – Element 29 Resources Inc. (TSXV: ECU) (OTCQB: EMTRF) (BVL: ECU) (“Element 29” or the “Company“) announces it has closed its non-brokered private placement financing of 19,045,253 units (the “Units“) at a price of $0.15 per Unit for aggregate gross proceeds of $2,856,788 (the “Financing“).

Each Unit issued under the Financing consists of one common share in the capital of the Company (a “Common Share“) and one non-transferable Common Share purchase warrant (a “Warrant“). Each Warrant is exercisable for one Common Share (a “Warrant Share“) at an exercise price of $0.25 per Warrant Share until September 13, 2025.

Insiders of the Company participated in the Offering for an aggregate amount of 1,120,000 Units. Such participation is considered a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). In completing such transaction, the Company relied on exemptions from the formal valuation and minority shareholders approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the Insiders’ participation in the Offering did not exceed 25% of the fair market value of the Company’s market capitalization.

In connection with the Offering and in accordance with the policies of the TSX Venture Exchange the Company paid aggregate cash finder’s fees totaling $144,007.

The net proceeds from the Financing will be used to fund exploration activities at the Company’s Peru projects and for general working capital. All securities issued pursuant to the Financing are subject to a statutory four month and one day hold period expiring on January 14, 2024.

Details of the Offering were previously announced on July 31, 2023 and September 7, 2023.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any U.S. state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable U.S. state securities laws, or an exemption from such registration requirements is available.

About Element 29 Resources Inc.

Element 29 Resources Inc. is an emerging copper exploration and development company focused on advancing its portfolio of Peruvian projects towards development in one of the world’s more established mining jurisdictions. Element 29’s growth strategy is led by our strong board and management, who have a proven track record of discovery and delivering value to our shareholders.

The Company’s principal objective is to explore and develop its Elida Porphyry Copper Deposit in west-central Peru and its Flor de Cobre Porphyry Copper Project located in the Southern Peru Copper Belt, 26 km southeast from Freeport-McMoRan’s Cerro Verde copper mine. Both projects are well located for potential mine development and will benefit from nearby infrastructure including roads, powerlines, ports, water, and a skilled workforce.

More information is available at www.e29copper.com.

For more information:
Steve Stakiw, President & CEO
1-888-246-7881
This email address is being protected from spambots. You need JavaScript enabled to view it.

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation (collectively, “Forward-looking Statements“). Any statements that are contained in this press release that are not statements of historical fact may be deemed to be Forward-looking Statements. Forward-looking Statements are frequently, but not always, identified by words such as “may”, “will”, “intends”, “proposed”, “believes”, “continues”, “plans”, “expects” or similar expressions (or the negative and grammatical variations of any of these terms). Forward-looking Statements in this press release include, but are not limited to, statements with respect to: the intended use of net proceeds from the Financing; the Company’s resource properties and future capital requirements; and the Company’s plans, focus and objectives.

Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. Although Element 29’s management considers these beliefs and assumptions reasonable based on currently available information, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking Statements necessarily involve known and unknown risks, and important factors, among others, that could cause actual results to differ materially from the Company’s expectations include: uncertainties related to the Company’s ability to access investors for the Financing; the timeliness and success of regulatory approvals; fluctuations in copper and other commodity prices; uncertainties inherent in the exploration of mineral properties; risks associated with general economic conditions; changes in legislation, income tax and regulatory matters; currency and interest rate fluctuations; inability to access sufficient capital from internal and external sources; and other risk factors set forth in the Company’s prospectus under the heading “Risk Factors”.

Readers are further cautioned not to place undue reliance on Forward-looking Statements as there can be no assurances that the plans, intentions or expectations upon which they are placed will occur. The Company undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Element 29 to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.

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September 13, 2023
American Future Fuel Begins Confirmation Drilling of Historical Inferred Uranium Resource of 18.98 Million Pounds(i) at Cebolleta

2023-09-13 06:04:11

VANCOUVER, British Columbia, Sept. 13, 2023 (GLOBE NEWSWIRE) — American Future Fuel Corporation (CSE: AMPS; OTCQB: AFFCF; FWB: K14, WKN: A3DQFB) (the “Company” or “American Future Fuel”), is pleased to announce that it has commenced Phase 1 of its three-phase confirmation drill program at its 100% owned flagship Cebolleta Uranium Project (“Cebolleta” or the “Project”) located in the Grants Uranium Mineral Belt, 35 miles (56km) west of Albuquerque, New Mexico.

Cebolleta is an advanced uranium exploration project with a historical uranium Inferred Mineral Resource of 5.6M tons (5.1M tonnes) at an average grade of 0.17% eU₃O₈ containing 18.98M lbs (8,600 tonnes) U₃O₈ according to a 2014 NI 43-101 Technical Report commissioned by previous owner, Uranium Resources, Inc.¹ The reliability of the historical estimate is considered reasonable, but a qualified person has not done sufficient work to classify the historical estimate as a current Mineral Resource and the Company is not treating the historical estimate as a current Mineral Resource.

The confirmation drill program will focus on Area I (see Figure 1) of the Project twinning several generations of historical drill holes that identified seven shallow mineralized horizons across the Company’s flagship Ceboletta Project. The program will be the Company’s first step towards preparing a current resource estimate, and upon conclusion of the initial phase of the drill program the Company will endeavour to complete two additional phases in Area III and selected infill drilling that will allow for an updated NI43-101 compliant resource to be issued.

With the first phase of drilling underway, the Company anticipates releasing results from the first confirmation hole in the coming days. Concurrently, the Company has already commenced permitting plans for phases 2 and 3 of drilling. Phase 2 is anticipated to allow 20 to 30 confirmation holes in Area III of the Project. The Company anticipates starting Phase 2 drilling during the first quarter of 2024. Phase 3 is anticipated in the second half of 2024.

“We are excited to have begun drilling at our flagship property. The property hasn’t seen activity in over a decade. With the rising interest in uranium globally and especially the United States, we are in a unique position to rapidly deliver shareholders real value with this exceptional asset,” said David Suda, CEO of American Future Fuel.

OVERVIEW OF THE CEBOLLETA URANIUM PROJECT

Cebolleta is an advanced uranium exploration project located in Cibola County, New Mexico. The Project is approximately 35 miles (56 km) west of Albuquerque and lies within the prolific Grants Uranium Mineral Belt, one of the largest concentrations of sandstone-hosted uranium deposits in the world. The Grants Uranium Mineral Belt has historically produced 347M lbs U₃O₈, or ~37% of all Uranium produced in the United States.²

American Future Fuel has a 100% lease-hold interest in Cebolleta (6,700 acres mineral rights, 5,700 acres surface rights), which is comprised of multiple known uranium deposits and several previously operating uranium mines.

KNOWN DEPOSITS AT CEBOLETTA

Cebolleta has been subject to extensive exploration and development from the 1950s through 1980s. Past efforts revealed several significant sandstone-hosted uranium deposits ranging from 200 to 800 feet (60-240m) deep in the Jurassic Jackpile Sandstone. These deposits were amenable to both surface and underground mining, which culminated from 1975-1981 when over 3.8M lbs U₃O₈ was produced from the JJ#1 and St. Anthony Mines³.

The vast majority of known uranium mineralization still exists at Cebolleta – namely from the Sohio Area (mineralization in Areas I-V) and the St. Anthony Area (mineralization surrounding the St. Anthony Pit North, St. Anthony Pit South and Willie P Mines) (Figure 1).

The Sohio Area of the Project is host to a historical uranium Inferred Mineral Resource of 5.6M tons (5.1M tonnes) at an average grade of 0.17% eU₃O₈ containing 18.98M lbs (8,600 tonnes) U₃O₈ according to a 2014 Technical Report commissioned by previous owner, Uranium Resources, Inc.⁴ The reliability of the historical estimate is considered reasonable, but a qualified person has not done sufficient work to classify the historical estimate as a current Mineral Resource and the Company is not treating the historical estimate as a current Mineral Resource.

The Company possesses a large database of maps and drilling logs detailing over 3,500 drill holes completed at the Project by past owners/operators. This database was the basis for the historical estimate as well as the Company’s ongoing confirmation drilling.

The St. Anthony deposits, in and surrounding the St. Anthony open pits, have not been modeled, as the large amount of historical data for St. Anthony has not yet been synthesized into a useable database for resource estimation. The Company believes the St. Anthony Area mineralization represents significant resource expansion potential for the Project.

Figure 1 – Known Uranium Deposits at the Cebolleta Project

QUALIFIED PERSON

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed and approved by Mark Mathisen, CPG, SLR International Corporation, Denver, CO, an independent geological consultant to the Company, and a Qualified Person as defined in National Instrument 43-101.

ABOUT AMERICAN FUTURE FUEL

American Future Fuel Corporation is a Canadian-based resource company focused on the strategic acquisition, exploration and development of alternative energy projects. The Company holds a 100% interest in the Cebolleta Uranium Project, located in Cibola County, New Mexico, USA, and situated within the Grants Mineral Belt, a prolific mineral belt responsible for approximately 37% of all Uranium produced in the United States of America.

On behalf of the Board of Directors,
AMERICAN FUTURE FUEL CORPORATION

David Suda, Chief Executive Officer

For further information, contact:

David Suda at This email address is being protected from spambots. You need JavaScript enabled to view it.

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, uncertain capital markets; and delay or failure to receive regulatory and other approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

¹ NI 43-101 Technical Report on Resources Cebolleta Uranium Project Cibola County, New Mexico, USA – effective date March 24, 2014
² Uranium resources in the Grants uranium district, New Mexico: An update Virginia T. McLemore, Brad Hill, Niranjan Khalsa, and Susan A. Lucas Kamat 2013
³ NI 43-101 Technical Report on Resources Cebolleta Uranium Project Cibola County, New Mexico, USA – effective date March 24, 2014
⁴ NI 43-101 Technical Report on Resources Cebolleta Uranium Project Cibola County, New Mexico, USA – effective date March 24, 2014

ⁱ The reliability of the historical estimate is considered reasonable, but a qualified person has not done sufficient work to classify the historical estimate as a current mineral resource and the Company is not treating the historical estimate as a current mineral resource.

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September 13, 2023
F3 Uranium Announces Closing of Private Placement for Aggregate Gross Proceeds of C$20 Million

2023-09-12 06:20:55

Kelowna, British Columbia–(Newsfile Corp. – September 12, 2023) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company“) is pleased to announce the closing of its previously announced “bought deal” private placement for aggregate gross proceeds of C$20 million (the “Offering“). Under the Offering, the Company sold 41,237,113 flow-through units of the Company (each, a “FT Unit“), which included the full exercise of the Underwriters’ over-allotment option, at a price of C$0.485 per FT Unit.

Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters that included Haywood Securities Inc., SCP Resource Finance LP and Eight Capital (collectively, the “Underwriters“).

Each FT Unit consists of one common share of the Company (each, a “Common Share“) issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant shall entitle the holder to purchase one Common Share (a “Warrant Share“) at a price of C$0.485 per Warrant Share at any time on or before September 12, 2025.

The expenditures to be renounced in respect of the Common Shares comprising the FT Units will be used for “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)) (the “Tax Act“) and will qualify as “flow-through critical mineral mining expenditures” as defined in subsection 127(9) of the Tax Act and a “flow-through mining expenditure” as defined in paragraph 2(2)(d) of The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (the “Qualifying Expenditures“). The Qualifying Expenditures will be renounced to the purchasers of the FT Units with an effective date no later than December 31, 2023.

The FT Units were sold by way of the “accredited investor” and “minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in certain provinces of Canada. The securities issued pursuant to the Offering are subject to a four-month and one day hold period ending on January 13, 2024.

In connection with the Offering, the Company paid to the Underwriters an aggregate cash commission of C$1,086,250, equal to 5.50% of the gross proceeds raised under the Offering (except for gross proceeds raised from the sale of FT Units sold to purchasers on a president’s list (the “President’s List“), which was subject to a reduced 2.75% cash commission). The Company also issued to the Underwriters a total of 2,239,690 warrants of the Company (the “Broker Warrants“), equal to 5.50% of the number of FT Units sold pursuant to the Offering (except for those FT Units sold to purchasers on the President’s List, which were subject to a reduced number of Broker Warrants equal to 2.75%). Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.485 at any time on or before September 12, 2025.

The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin in Saskatchewan. The Offering remains subject to the final approval of the TSX Venture Exchange.

About F3 Uranium Corp.

F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discovery. F3 Uranium currently has 16 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow, and Hurricane.

ON BEHALF OF THE BOARD

“Dev Randhawa”
Dev Randhawa, CEO

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Neither the TSX Venture Exchange nor its Regulation Services Provider (As that term is defined in the policies of the TSX Venture Exchange) have reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this press release.

Cautionary Statement: F3 Uranium Corp.

This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; and the completion of the Offering. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of nickel and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedarplus.ca. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

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September 12, 2023
Western Star Resources Enters into Investment and Advisory Agreement with Crescita Capital for $5 Million in Equity Capital

2023-09-12 05:39:33

Mr. Anthony Chan reports:

September 12, 2023 – TheNewswire – Western Star Resources Inc. (CSE:WSR) (“Western Star” or the “Company”) is pleased to announce that it has entered into an investment and advisory agreement (the “Agreement”) with Crescita Capital LLC (“Crescita”) pursuant to which Crescita will (i) provide certain advisory services (the “Advisory Services”) to the Company and (ii) make available to the Company a non-revolving equity drawdown facility in the aggregate amount of up to $5 million (the “Equity Investment Facility”), representing major institutional backing for Western Star.

“Blake Morgan, CEO of Western Star, states “With such a large backing of institutional funding at such an early stage, the Agreement and, specifically, the Equity Investment Facility shows the confidence in the Western Star management team and assets. This funding will give the Company the opportunity to aggressively advance its assets towards a maiden drill program. The Company plans to have an update in regard to exploration programs, drill permits and drill program very soon.”

Equity Investment Facility

The Equity Investment Facility is for an aggregate amount of $5 million and Western Star will have three years to utilize the $5 million to expand and develop its assets. Pursuant to the Agreement, Western Star can draw down funds from the Equity Investment Facility from time to time during the three-year term at Western Star’s discretion by providing a notice to Crescita (a “Drawdown Notice”) and issuing common shares to Crescita in exchange (each drawdown, a “Private Placement”). The shares issued in connection with any Private Placement will be priced at 85% of the average closing bid price over the ten days of trading following the Drawdown Notice (the “Pricing Period”). The amount requested in each Drawdown Notice cannot exceed 500% of the average daily trading volume of the Pricing Period.

Pursuant to the Agreement, the Company will (i) pay Crescita an up-front commission of $250,000, representing 5% of the amount available under the Equity Investment Facility, which shall be paid through the issuance of 1,666,666 common shares of the Company at a deemed price of $0.15 per share and (ii) issue Crescita 869,800 warrants of the Company, representing 5% of Western Star’s current number of outstanding shares, each at an exercise price of $0.15 per share for a period of three years (together, the “Commitment Fee”).

All securities issued to Crescita pursuant to the Agreement will not be subject resale restrictions under applicable securities laws and the Company intends to seek a waiver from the Canadian Securities Exchange (the “CSE”) in respect of the 4-month hold period required under s. 6.1(4)(a) of CSE Policy 6 Distributions & Corporate Finance.

Advisory Services

Pursuant to the Agreement, the Company has engaged Crescita to provide the Advisory Services on an as and when needed basis. The Advisory Services include: (a) advisory services with respect to general corporate and public company matters; (b) assistance with identifying strategic investment opportunities and mergers and acquisitions for the Company, including mineral property acquisitions; (c) assistance with the Company’s business development; and (d) such other services as agreed to by the Company and Crescita in writing from time‐to‐time. The Advisory Services provided by Crescita to the Company pursuant to the Investment and Advisory Agreement will be on a project specific basis and the fees payable in connection with each project will be determined from time to time on mutual written agreement of the parties at the outset of the project.

The transactions contemplated under the Equity Investment Facility, including the payment of the Commitment Fee, remain subject to the approval of the CSE and the shareholders of the Company pursuant to the policies of the CSE.

About Crescita Capital LLC

Crescita Capital is an investment and consultancy group that provides financing and corporate development services for growth-stage companies in markets around the world (www.crescitacapital.com).

About Western Star

Western Star Resources is a mineral exploration and development company. The company’s objective is to increase shareholder value through the development of exploration properties using cost-effective exploration practices, acquiring further exploration properties, and seeking partnerships by either joint venture or sale with industry leaders. The company currently owns nine non-surveyed contiguous mineral claims totalling 2,797 hectares, which are located within the Revelstoke mining division of British Columbia. The Western Star property group is located approximately 50 kilometres southeast of Revelstoke, B.C., and roughly 10 kilometres north of the abandoned community of Camborne. Access to the Camborne area is via paved highway from either Revelstoke or Nakusp. Access to the property area is best via helicopter from Revelstoke or Nakusp.

Additional information about the Company is available on SEDAR+ at www.sedarplus.com under the Company’s profile.

Contact Information:

Blake Morgan, CEO and Director

This email address is being protected from spambots. You need JavaScript enabled to view it.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Certain of the statements made and information contained herein may constitute “forward-looking information.” In particular, references to the Agreement, payment of the Commitment Fee, future drawdowns under the Agreement, benefits to the Company of the Agreement, the Advisory Services, application of the CSE 4-month hold period to securities issued pursuant to the Agreement, the approval of the CSE and the shareholders of the Company, and future work programs of the Company are subject to risks associated with operations on the property, exploration activity generally, equipment limitations and availability, as well as other risks that we may not be currently aware of. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

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September 12, 2023
NuLegacy Announces C$2.5 Million Private Placement

2023-09-12 02:35:43

By regulatory requirement,
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

RENO, Nev., Sept. 12, 2023 (GLOBE NEWSWIRE) — Further to our news release of August 22, 2023, NuLegacy Gold announces a private placement¹ of 100,000,000 units (the “Units”) at a price of C$0.025 per Unit to raise gross proceeds to the Company of C$2.5 million (the “Offering”).

Up to 80% of the net proceeds of the Offering will be used to carry out NuLegacy’s planned 2023 exploration program of five or more reverse circulation drill holes on the Company’s flagship 108 sq. km. Red Hill property in the Cortez-gold trend of Nevada, as more particularly described in our news release of August 22, 2023, at a budgeted cost of US$1.25 million (Cdn$1.75 million). The balance of the net proceeds from the Offering will be used for general corporate and working capital purposes including management fees and salaries.

Drilling is expected to begin within 10 days of closing of the Offering (the “Closing”), with an initial Closing expected to occur on or about October 12, 2023, or such earlier date as the Company has received subscriptions for more than 50% of the Offering.

Each Unit consists of one common share of the Company (a “Common Share”) and one transferable Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share of the Company for a five-year term following Closing of the Offering at an exercise price of C$0.05, subject to acceleration only in the event of a take-over bid, merger, plan of arrangement or similar business combination transaction of the Company, provided the then trading price of the Company’s shares is at least $0.15 per share.

NuLegacy’s CEO Albert Matter comments that “In the event of over-subscription, the Company will seek to accommodate long-term shareholders.”

The Offering includes a lead order from Crescat Capital, a US based investment fund, to a minimum of 10% of the offering up to 10,000,000 Units or C$250,000.
In addition, certain directors and/or officers of NuLegacy will participate in the Offering to a minimum of 10% of the offering up to 10,000,000 Units or C$250,000, which participation will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

The Company expects that the participation by directors and/or officers (collectively the “Insiders”) in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market value of the Units subscribed for by the Insiders, nor the consideration for the Units to be paid by the Insiders, will exceed 25% of the Company’s market capitalization. NuLegacy further understands that certain Insiders will make available for sale a portion of their existing free trading shares of the Company in the market prior to Closing to facilitate purchases by investors seeking free-trading shares of the Company (as opposed to four months hold units), with proceeds of such Insiders sales to fund subscription for Units under the Offering.

The completion of the Offering is subject to, among other things, acceptance of the TSX Venture Exchange (the “TSXV”), and all securities issued pursuant to the Offering will be subject to a four month hold period from the date of Closing.

The Company has engaged Canaccord Genuity Corp. to act as its financial advisor for the Offering. The Company may pay finder’s fees in cash, shares, or warrants or any combination thereof to certain finders and/or advisors in connection with the sale of Units in accordance with the policies of the TSXV. The fees payable to Canaccord Genuity Corp. for acting as financial advisor for the Offering will be a financial advisory fee consisting of 2,500,000 common shares of the Company at a deemed price of $0.025 per common share.

About NuLegacy Gold: NuLegacy Gold’s focus is discovering a high-grade Carlin-style gold deposit on its flagship 108 sq. km (42 sq. mile) district scale Red Hill Property in the Cortez gold trend of Nevada directly on trend and adjacent^I to three, multi-million ounce Carlin-type gold deposits (Pipeline, Cortez Hills and Goldrush) that are ranked amongst the world’s thirty largest, lowest cost, highest grade and politically safest gold mines and are three of Nevada Gold Mines’ most profitable mines.^II

On Behalf Of The Board Of NuLegacy Gold Corporation

Albert J. Matter, Chief Executive Officer & CoFounding Director Tel: +1 (604) 639-3640; Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

For more information about NuLegacy visit: www.nulegacygold.com or www.sedarplus.ca

^I The similarity and proximity of these deposits in the Cortez Trend including Goldrush are not necessarily indicative of the gold mineralization in NuLegacy’s Red Hill Property.

^II Currently structured as an underground mine Goldrush contains P&P: 7.8 M oz @ 7.29 g/t; M&I: 8.5 M oz @ 7.07 g/t (inclusive of P&P); and Inferred: 4.5 M oz @ 6.0 g/t (as of December 31, 2021). Source: Corporate presentation of Nevada Gold Mines – Goldrush Underground dated September 22, 2022.

Dr. Roger Steininger, a Director of NuLegacy, is a Certified Professional Geologist (CPG 7417) and the qualified person as defined by NI 43-101, Standards of Disclosure for Mineral Projects, responsible for approving the scientific and technical information contained in this news release and any attached links.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Cautionary Statement on Forward-Looking Information: This news release contains forward-looking information and statements under applicable securities laws, which information and/or statements relate to future events or future performance (including, but not limited to, the Offering, the proposed size, timing and use of proceeds therefrom and the anticipated lead order for and participation of Insiders in the Offering, the prospective nature of and proposed 2023 drill program at Red Hill including the priority drill targets and the estimated timing, costs and potential results thereof, and the potential continuity of major structures and host rocks and link between gold mineralization and metamorphic alteration at nearby and adjacent gold deposits including Goldrush to Red Hill) and reflect management’s current expectations and beliefs based on assumptions made by and information currently available to the Company. Readers are cautioned that such forward-looking information and statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, actual results of exploration activities and drilling, unanticipated geological, stratigraphic and structural formations, misinterpretation or incorrect analysis of projected geological structures, alterations and mineralization, environmental risks, operating risks, accidents, labor issues, delays in obtaining governmental approvals and permits, inability to secure drilling equipment and/or contractors on a timely basis or at all, delays in receipt of assay results from third party laboratories, inflation, future prices for gold, changes in personnel and other risks in the mining industry. There are no assurances that the Company will successfully complete the Offering to raise sufficient funds to carry out the proposed 2023 drill program, in whole or in part. Furthermore, there are no known mineral resources or reserves in the Red Hill Property, any proposed exploration programs are exploratory searches for bodies of ore and the presence of gold resources on properties adjacent or near the Red Hill Property including the Goldrush deposit is not necessarily indicative of the gold mineralization on the Red Hill Property. There is also uncertainty about the continued spread and severity of COVID-19, the ongoing war in Ukraine, elevated inflation and high interest rates and the impact they will have on the NuLegacy’s operations, personnel, supply chains, ability to raise capital, access properties or procure exploration equipment, supplies, contractors, and other personnel on a timely basis or at all and economic activity in general. All the forward-looking information and statements made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR+ at www.sedarplus.ca. The forward-looking information and statements in this news release are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required by applicable law. Accordingly, readers should not place undue reliance on forward-looking information and statements.

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.

¹ TSXV policies impose a four month hold on private placements priced at less than C$0.05 per share.

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September 12, 2023
Endurance Gold Announces C$2.5 Million Non-Brokered Private Placement

2023-09-11 07:07:19

Vancouver, British Columbia–(Newsfile Corp. – September 11, 2023) – Endurance Gold Corporation (TSXV: EDG) (“Endurance” or the “Company“) is pleased to announce that it intends to complete a non-brokered private placement to raise gross proceeds of up to $2,500,000 (the “Offering“) through the sale of up to 2.5 million units (each, a “Unit“) at $0.22 per Unit and up to 7.5 million flow-through shares (the “FT Shares“) at $0.26 per FT Share. Each Unit will consist of one common share (each, a “Share“) and one-half non-transferable common share purchase warrant (each, a “Warrant“). Each Warrant will entitle the holder to purchase one additional Share of the Company at an exercise price of $0.42 for a period of two years from the date of issuance thereof. Each FT Share will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada). The Offering is not subject to any minimum aggregate subscription.

The Company will use an amount equal to the gross proceeds received from the sale of the FT Shares, pursuant to the provisions in the Income Tax Act (Canada) (the “Qualifying Expenditures“) related to the Company’s Reliance Project in British Columbia and/or other projects in Canada, on or before December 31, 2024, and to renounce all the Qualifying Expenditures in favour of subscribers of the FT Shares effective December 31, 2023. Proceeds raised from the sale of the Units will be used by the Company for exploration activities and for general corporate purposes.

The Offering is made to accredited investors within the meaning of National Instrument 45-106 and the completion of the Offering is subject to the receipt of acceptance by the TSX Venture Exchange (the “Exchange“). All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months plus one day from the Closing. Finders’ fees may be payable in connection with the Offering in accordance with the policies of the Exchange.

Certain insiders of the Company intend to participate in the private placement and their holdings of securities of the Company will increase as a result. The Company will rely on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ENDURANCE GOLD CORPORATION

Robert T. Boyd
President & CEO

FOR FURTHER INFORMATION, PLEASE CONTACT
Endurance Gold Corporation
(604) 682-2707, This email address is being protected from spambots. You need JavaScript enabled to view it.
www.endurancegold.com

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release. This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from the expected results.

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September 11, 2023
BeMetals Announces Closing of C$3.3 Million Convertible Debenture Private Placement and Shareholder Approval of B2Gold as New Control Person

2023-09-11 04:08:02

VANCOUVER, BC / ACCESSWIRE / September 11, 2023 / BeMetals Corp. (TSXV:BMET) (OTCQB:BMTLF) (Frankfurt:1OI.F) (the “Company” or “BeMetals”) is pleased to report it has closed its previously announced private placement of C$3,300,000 (the “Offering”) by issuing a C$3,300,000 convertible debenture (the “Debenture”) to strategic investor B2GoldCorp. (TSX: BTO, NYSE American: BTG, NSX: B2G) (“B2Gold”). B2Goldfunded its subscription in the Offering by applying the principal amount of the previously issued C$1,750,000 bridge loan and by providing an additional C$1,550,000 of new investment.

John Wilton, President and CEO of BeMetals stated, “We are pleased to have closed this financing with B2Gold following strong support by the Company’s shareholders at our annual and special meeting held on September 6, 2023. Field operations have commenced at our Todoroki Gold-Silver Project in Hokkaido, Japan and diamond drilling is expected to begin there shortly. In addition, we are currently conducting a substantial aircore and follow-up core drilling phase of exploration at our Pangeni Copper Project in Zambia. New drilling results from these projects should be received and released in the coming months.”

At BeMetals’ recent annual and special meeting, all proposed resolutions were passed including 100% of the votes by disinterested shareholders approving the creation of B2Gold as a new “control person” of the Company (as such term is defined by the policies of the TSX Venture Exchange) and 100% of the votes by minority shareholders approving the Offering pursuant to Multilateral Instrument 61-101 requirements.

The Debenture matures on September 8, 2028 and bears an interest rate of 7% per annum calculated and compounded annually in arrears on each anniversary date. The principal amount of the Debenture is convertible into common shares of BeMetals (“Common Shares”) at the option of the holder at any time on or before the maturity date at a price of $0.25 per Common Share. Accrued interest on the Debenture is convertible into Common Shares at the option of the holder on the maturity date at a price per Common Share that is the greater of $0.25 and market price at the time of conversion (subject to prior approval by the TSX Venture Exchange). The Debenture, and any accrued interest thereon, is repayable by the Company in part or in full at any time without penalty. The proceeds of the Offering will be used for continued exploration of the Company’s portfolio of gold projects in Japan and its copper project in Zambia, as well as for general working capital. The Debenture, and the Common Shares that can be acquired on conversion thereof, are subject to a hold period ending on January 9, 2024. The Company is not paying any bonuses, finder’s fees, commissions, or transaction fees with regards to the Offering.

Immediately following closing of the Offering, B2Gold owns 33,276,115 Common Shares representing 18.76% of the issued and outstanding Common Shares on a non-diluted basis and up to 24.39% on a partially diluted basis assuming the conversion of the principal amount of the Debenture into up to 13,200,000 Common Shares.

Repayment of Bridge Loan

As announced on August 1, 2023, the Company received a C$1,750,000 unsecured bridge loan (the “Bridge Loan”) from B2Gold.The principal amount of the Bridge Loan was applied as partial subscription funds for the Offering, therefore the principal amount of the Bridge Loan has been repaid in full.

ABOUT BEMETALSCORP.

BeMetals is a precious and base metals exploration and development company focused on becoming a leading metal producer through the acquisition of quality exploration, development and potentially production stage projects. The Company has established itself in the gold sector with the acquisition of a portfolio of wholly owned exploration projects in Japan. BeMetals is also progressing its tier-one targeted, Pangeni Copper Exploration Project in the prolific Zambian Copperbelt with co-funding investor the Japanese state agency JOGMEC (“Japan Organization for Metals and Energy Security”). Guiding and leading BeMetals’ growth strategy is a strong board and management team, founders and significant shareholders of the Company, who have an extensive proven record of delivering exceptional value in the mining sector, over many decades, through the discovery, construction and operation of mines around the world.

ON BEHALFOF BEMETALS CORP.

“John Wilton”
John Wilton

President, CEO and Director

For further information about BeMetals please visit our website at www.bemetalscorp.com and sign-up to our email list to receive timely updates, or contact:

Derek Iwanaka
Vice President, Investor Relations & Corporate Development
Telephone: 604-928-2797
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

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 news release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” and “forward looking information” (as defined under applicable securities laws), based on management’s best estimates, assumptions and current expectations. Such statements include, but are not limited to, the use of proceeds from the Offering, statements with respect to future exploration, development and advancement of the Kazan Projects in Japan and the Pangeni Project in Zambia, and the acquisition of additional base and/or precious metal projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “expects”, “expected”, “budgeted”, “forecasts”, “anticipates”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “aims”, “potential”, “goal”, “objective”, “prospective”, and similar expressions, or that events or conditions “will”, “would”, “may”, “can”, “could” or “should” occur. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those expressed or implied by such statements, including but not limited to: the actual results of exploration activities, the availability of financing and/or cash flow to fund the current and future plans and expenditures, the ability of the Company to obtain and maintain any required licenses, permits and rights for its projects, the ability of the Company to satisfy the conditions of the option agreement for the Pangeni Project, and changes in the world commodity markets or equity markets. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward- looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The forward-looking statements and forward looking information are made as of the date hereof and are qualified in their entirety by this cautionary statement. The Company disclaims any obligation to revise or update any such factors or to publicly announce the result of any revisions to any forward-looking statements or forward looking information contained herein to reflect future results, events or developments, except as require by law. Accordingly, readers should not place undue reliance on forward-looking statements and information. Please refer to the Company’s most recent filings under its profile at www.sedarplus.ca for further information respecting the risks affecting the Company and its business.

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September 11, 2023
Scottie Resources Announces up to $3.5 Million Private Placement

2023-09-08 18:50:54

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Sept. 8, 2023 /CNW/ – Scottie Resources Corp. (TSXV: SCOT) (OTCQB: SCTSF) (FSE: SR8) (“Scottie” or the “Company”) is pleased to announce a non-brokered private placement of securities to raise total gross proceeds up to $3,500,000 (the “Offering“).

The Offering will be comprised of a combination of: (i) non-flow-through units (the “NFT Units“) to be sold at a price of $0.23 per NFT Unit for aggregate gross proceeds of up to $1,500,000 (the “NFT Offering“); and (ii) flow-through units (the “Charity FT Units“) to be sold at a price of $0.33 per Charity FT Unit for aggregate gross proceeds of up to $2,000,000 (the “Charity FT Offering“). Each NFT Unit will be comprised of one common share in the capital of the Company (a “Common Share“) and one-half of one common share purchase warrant (each whole warrant, a “Warrant“). Each Charity FT Unit will be comprised of one Common Share that will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act“) and one-half of one Warrant. The Warrants for all units will be subject to the same terms, with each Warrant entitling the holder thereof to purchase one Common Share (a “Warrant Share“) for a period of two (2) years from the date of issuance at an exercise price of $0.35 per Warrant Share.

The Company intends to use the gross proceeds raised from the Charity FT Offering for exploration and related programs on the Company’s Scottie and Blueberry mineral properties. The proceeds from the NFT Offering will also be used for general working capital and administrative purposes.

The entire gross proceeds from the Charity FT Offering will be used for Canadian Exploration Expenses as such term is defined in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act, and “flow through mining expenditures” as defined in subsection 127(9) of the Tax Act that will qualify as “flow-through mining expenditures”, and “BC flow-through mining expenditures” as defined in subsection 4.721(1) of the Income Tax Act (British Columbia), which will be incurred on or before December 31, 2024 and renounced with an effective date no later than December 31, 2023 to the initial purchasers of Charity FT Units.

The Company may pay finders’ fees comprised of cash and non-transferable warrants in connection with the Offering, subject to compliance with the policies of the TSX Venture Exchange. All securities issued and sold under the Offering will be subject to a hold period expiring four months and one day from their date of issuance. Completion of the Offering and the payment of any finders’ fees remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

ABOUT SCOTTIE RESOURCES CORP.

Scottie owns a 100% interest in the Scottie Gold Mine Property which includes the Blueberry Zone and the high-grade, past-producing Scottie Gold Mine. Scottie also owns 100% interest in the Georgia Project which contains the high-grade past-producing Georgia River Mine, as well as the Cambria Project properties and the Sulu property. Altogether Scottie Resources holds more than 60,000 hectares of mineral claims in the Stewart Mining Camp in the Golden Triangle.

The Company’s focus is on expanding the known mineralization around the past-producing mines while advancing near mine high-grade gold targets, with the purpose of delivering a potential resource.

All of the Company’s properties are located in the area known as the Golden Triangle of British Columbia which is among the world’s most prolific mineralized districts.

Neither 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.

Cautionary and Forward-Looking Statements

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, completion of the Offering, the use of proceeds from the Offering and the payment of finders’ fees under the Offering.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, the Company not receiving the necessary regulatory approvals in respect of the Offering; recent market volatility; and the state of the financial markets for the Company’s securities.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will receive the necessary regulatory approvals in respect of the Offering.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

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September 8, 2023
Platinum Group Metals Announces US$2.5 Million Non-Brokered Private Placement

2023-09-08 14:05:00

Vancouver, British Columbia and Johannesburg, South Africa–(Newsfile Corp. – September 8, 2023) – Platinum Group Metals Ltd. (TSX: PTM) (NYSE American: PLG) (“Platinum Group” or the “Company“) reports that it intends, subject to regulatory approval, to sell 2,118,645 common shares of the Company at price of US$1.18 each for gross proceeds of approximately US$2.5 million (the “Private Placement“) to existing major beneficial shareholder, Hosken Consolidated Investments Limited (“HCI“).

The Company intends to use the net proceeds of the Private Placement for its share of pre-development costs on the Waterberg Project in South Africa, and for general corporate and working capital purposes. Closing of the Private Placement is subject to customary closing conditions, including stock exchange approvals and completion of the definitive agreement.

Pricing of the Private Placement represents a 4.54% discount to the five-day volume weighted average trading price of the Company’s shares on the NYSE American stock exchange as of September 7, 2023. The Private Placement will allow HCI to return to a near 27% interest in the Company.

Securities purchased pursuant to the Private Placement may not be traded for a period of four months plus one day from the closing of the Private Placement. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Act“), 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 absent registration or an applicable exemption from the registration requirements of such Act.

HCI is a “related party” of the Company (as defined by Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101“)) and the Company intends to rely on the exemptions from both the formal valuation requirement and the minority shareholder approval requirement under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves HCI, exceeds 25 per cent of the Company’s market capitalization calculated in accordance with MI 61-101. The Company will not have filed a material change report more than 21 days before the expected closing date of the above transaction as it has negotiated the above transaction on an expedited basis.

About Platinum Group Metals Ltd. and Waterberg Project

Platinum Group Metals Ltd. is the operator and majority owner of the Waterberg Project, a bulk underground palladium and platinum deposit located in South Africa. The Waterberg Project was discovered by Platinum Group and is being jointly developed with Impala Platinum Holdings Ltd., Mnombo Wethu Consultants (Pty) Ltd., Japan Organization for Metals and Energy Security and Hanwa Co. Ltd.

On behalf of the Board of

Platinum Group Metals Ltd.

Frank R. Hallam
President and CEO

For further information contact:
Kris Begic, VP, Corporate Development
Platinum Group Metals Ltd., Vancouver
Tel: (604) 899-5450 / Toll Free: (866) 899-5450
www.platinumgroupmetals.net

Disclosure

The TSX and the NYSE American have not reviewed and do not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.

This press release may contain forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. securities laws (collectively “forward-looking statements”). Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, plans, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the size, participation in, receipt of regulatory approvals and satisfaction of other closing conditions for, and the completion and amount and use of proceeds of the Private Placement, and the advancement of the Company’s objectives for the Waterberg Project. Although the Company believes any forward-looking statements in this press release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct.

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance and that actual results may differ materially from those in forward-looking statements as a result of various factors, including the potential inability to obtain required regulatory approvals and satisfy other applicable closing conditions including possible adverse impacts; the Company’s history of losses and negative cash flow; the Company’s properties may not be brought into a state of commercial production; uncertainty of estimated production, development plans and cost estimates for the Waterberg Project; discrepancies between actual and estimated mineral reserves and mineral resources, between actual and estimated development and operating costs, between actual and estimated metallurgical recoveries and between estimated and actual production; fluctuations in the relative values of the U.S. Dollar, the Rand and the Canadian Dollar; volatility in metals prices; the uncertainty of alternative funding sources for Waterberg JV Co.; the Company may become subject to the U.S. Investment Company Act; the failure of the Company or the other shareholders to fund their pro rata share of funding obligations for the Waterberg Project; any disputes or disagreements with the other shareholders of Waterberg JV Co. or Mnombo; the ability of the Company to retain its key management employees and skilled and experienced personnel; conflicts of interest; litigation or other administrative proceedings brought against the Company; actual or alleged breaches of governance processes or instances of fraud, bribery or corruption; exploration, development and mining risks and the inherently dangerous nature of the mining industry, and the risk of inadequate insurance or inability to obtain insurance to cover these risks and other risks and uncertainties; property and mineral title risks including defective title to mineral claims or property; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada and South Africa; equipment shortages and the ability of the Company to acquire necessary access rights and infrastructure for its mineral properties; environmental regulations and the ability to obtain and maintain necessary permits, including environmental authorizations and water use licences; extreme competition in the mineral exploration industry; delays in obtaining, or a failure to obtain, permits necessary for current or future operations or failures to comply with the terms of such permits; risks of doing business in South Africa, including but not limited to, labour, economic and political instability and potential changes to and failures to comply with legislation; the Company’s common shares may be delisted from the NYSE American or the TSX if it cannot maintain compliance with the applicable listing requirements; and other risk factors described in the Company’s most recent Form 40-F annual report, annual information form and other filings with the U.S Securities and Exchange Commission and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedarplus.ca, respectively. Proposed changes in the mineral law in South Africa if implemented as proposed would have a material adverse effect on the Company’s business and potential interest in projects. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether because of new information, future events or results or otherwise.

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September 8, 2023
Aldebaran Resources Upsizes Previously Announced Financing to $20.1 Million

2023-09-08 05:42:05

VANCOUVER, British Columbia, Sept. 08, 2023 (GLOBE NEWSWIRE) — Aldebaran Resources Inc. (“Aldebaran” or the “Company”) (TSX-V: ALDE, OTCQX: ADBRF), is pleased to announce that it has increased the size of its previously announced non-brokered private placement (the “Private Placement”) from $17,468,604 to $19,228,604. Upon closing of the Private Placement, the Company will issue 8,528,756 common shares (“Common Shares”) at $1.01 per Common Share and 1,962,000 Common Shares at $0.88 per Common Share to a wholly-owned subsidiary of South32 Limited. The Company will issue a total of 10,100,000 Common Shares at $0.88 per Common Share to Route One Investment Company LLC (“Route One”) and to management of the Company.

In addition, the Company is pleased to announce a concurrent non-brokered private placement financing of up to 1,000,000 Common Shares at a price of $0.88 per Common Share pursuant to the listed issuer financing exemption (the “LIFE Financing”). The Company expects to raise gross proceeds of $880,000 under the LIFE Financing.

There is an offering document related to the LIFE Financing that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.aldebaranresources.com. Prospective investors should read this offering document before making an investment decision.

The Company expects to raise aggregate gross proceeds of up to $20,108,604 under the Private Placement and LIFE Financing. Net proceeds from the Private Placement and the LIFE Financing will be used to advance the Altar copper-gold project located in San Juan, Argentina, and for general corporate purposes. Both the Private Placement and the LIFE Financing are expected to close in September 2023, subject to various conditions, including approval of the TSX Venture Exchange. No finder’s fee is payable in connection with the Private Placement. The Company may pay registrants and eligible finders who introduce investors that participate in the LIFE Financing a cash commission of 4% of gross proceeds raised from investors introduced by such registrants or finders.

Route One is a control person of the Company. Accordingly, the participation of management and Route One in the Private Placement constitutes a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation and minority approval requirement under MI 61-101 as the fair market value of insider participation in the Private Placement does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.

The Company will not file a material change report more than twenty-one (21) days before the expected closing date of the Private Placement, as the details of the Private Placement were not finalized until September 6, 2023, and the Company wishes to close the Private Placement as soon as practicable.

The securities referred to in this news release have not been, 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 absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.

ON BEHALF OF THE ALDEBARAN BOARD

(signed) “John Black”
John Black
Chief Executive Officer and Director
Tel: +1 (604) 685-6800
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Please click here and subscribe to receive future news releases: https://aldebaranresources.com/contact/subscribe/

For further information, please consult our website at www.aldebaranresources.com or contact:

Ben Cherrington
Manager, Investor Relations
Phone: +1 347 394-2728 or +44 7538 244 208
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

About Aldebaran Resources Inc.

Aldebaran is a mineral exploration company that was spun out of Regulus Resources Inc. in 2018 and has the same core management team. Aldebaran has a 60% interest in the Altar copper-gold project in San Juan Province, Argentina and has the right to earn up to an 80% interest in the project from Sibanye Stillwater Limited. The Altar project hosts multiple porphyry copper-gold deposits with potential for additional discoveries. Altar forms part of a cluster of world-class porphyry copper deposits which includes Los Pelambres (Antofagasta Minerals), El Pachón (Glencore), and Los Azules (McEwen Copper). In March 2021 the Company announced an updated mineral resource estimate for Altar, prepared by Independent Mining Consultants Inc. and based on the drilling completed up to and including 2020 (independent technical report prepared by Independent Mining Consultants Inc., Tucson, Arizona, titled “Technical Report, Estimated Mineral Resources, Altar Project, San Juan Province, Argentina“, dated March 22, 2021 – see news release dated March 22, 2021).

Forward-Looking Statements

Certain statements regarding Aldebaran, including management’s assessment of future-plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Aldebaran’s control. Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Specifically, and without limitation, all statements included in this press release that address activities, events or developments that Aldebaran expects or anticipates will or may occur in the future, including closing of the Private Placement and LIFE Financing, the expected use of proceeds of the Private Placement and the LIFE Financing, the proposed exploration and development of the Altar project described herein, and management’s assessment of future plans and operations and statements with respect to the completion of the anticipated exploration and development programs, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Aldebaran’s control. These risks may cause actual financial and operating results, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements. Although Aldebaran believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The forward-looking statements contained in this press release are made as of the date hereof and Aldebaran does not undertake any obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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September 8, 2023
American Eagle Gold Closes C$2.67 Million Financing with Teck Resources

2023-09-07 08:05:28

Toronto, Ontario–(Newsfile Corp. – September 7, 2023) – American Eagle Gold Corp. (TSXV: AE) (OTCQB: AMEGF) (“American Eagle” or the “Company”) is pleased to announce that it has closed the previously announced strategic investment in the Company by Teck Resources Limited (TSX: TECK.A) (TSX: TECK.B) (NYSE: TECK) (“Teck”) through a structured charity flow-through financing on a private placement basis.

The Company has issued 5,940,000 common shares on a flow-through basis (the “Charity FT Shares”) at a price of C$0.4503 per Charity FT Share for issue proceeds of approximately $2.67 million (the “Offering”). Through a structured flow-through financing transaction, Teck subsequently acquired 5,940,000 Common Shares of the Company for an aggregate purchase price of $1.66 million, or $0.28 per Common Share.

The Offering proceeds fully fund an extended 2023 Drill Program and its 2024 Drill Program at the Company’s NAK copper-gold porphyry project (the “Nak Project”) near Smithers, BC. No warrants or finder’s fees were issued in connection with the Offering.

About American Eagle’s NAK Project

The NAK Project is in the Babine copper-gold porphyry district of British Columbia, near past-producing mines and with excellent infrastructure. Previous drilling at NAK revealed a large near-surface copper-gold system measuring over 1.5 km x 1.5 km. Historical exploration was limited to shallow depths, averaging 170 m. In 2022, American Eagle’s 2022 drilling program explored deeper and discovered significant copper-gold mineralization. The objective for 2023 is to expand the known mineralized footprint at NAK and identify high-grade sources of copper and gold. The property is accessible by road, can be drilled year-round, and is largely without the need for helicopter support. The promising initial results make NAK an ideal candidate for further exploration. Drilling resumed in June 2023, and the Company released assays for its first hole (NAK23-08) of the 2023 program on August 9, 2023. Highlights of the hole were 776 metres of 0.50% Copper Equivalent from surface. Click here for the News Release.

Closing Details

Pursuant to the Offering, a total of 5,940,000 Charity FT Shares were issued on a charity flow through basis. An amount equal to the gross proceeds from the issuance of the Offering will be used to incur, on the Company’s Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as (i) “Canadian exploration expenses” (as defined in the Income Tax Act (the “Tax Act”), (ii) “flow-through critical mineral mining expenditures” (as defined in subsection 127(9) of the Tax Act); and (iii) for individual purchasers resident in or are liable to pay income tax in British Columbia, as a “BC flow-through mining expenditure” as defined in the Income Tax Act (British Columbia) (collectively, the “Qualifying Expenditures”). The Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the Offering will be incurred on or before December 31, 2024 and will be renounced by the Company to the initial purchasers of the Charity FT Shares with an effective date no later than December 31, 2023. In the event that the Company is unable to renounce Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the Offering on or prior to December 31, 2023 and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each initial purchaser for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.

No warrants are included in the Offering, and no finders fees or commissions were paid. The Charity FT Shares are subject to a statutory hold period of four months plus a day following the closing of the Offering.

Following the issuance of the Charity FT Shares, Teck acquired the 5,940,000 common shares of American Eagle (“Common Shares“)‎ for an aggregate purchase price of $1.66 million, or $0.28 per Common Share. Upon closing of the Offering, Teck now holds a total of 20,340,000 common shares of American Eagle, or approximately 19.9% of American Eagle’s issued and outstanding common shares on a non-diluted basis.

Pursuant to a prior agreement between American Eagle and Teck and for so long as Teck’s ownership in American Eagle remains greater than 5.0% of American Eagle’s issued and outstanding common shares on a non-diluted basis, Teck holds certain investor rights, being an equity participation right to maintain its pro-rata ownership in the Company and certain information rights relating to the NAK Project.

Teck’s purchase of the Common Shares was made for investment purposes. Teck may determine to increase or decrease its investment in American Eagle depending on market conditions and any other relevant factors. This release is required to be issued under the early warning requirements of applicable securities laws. Teck’s head office is located at Suite 3300 – 550 Burrard Street, Vancouver, BC, V6C 0B3. A copy of Teck’s early warning report may be obtained from Chris Stannell at 604 699 4368.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the TSX Venture Exchange policies) accept responsibility for the adequacy or accuracy of this release.

For the latest videos from American Eagle, Ore Group, and all things mining, subscribe to our YouTube Chanel: youtube.com/@theoregroup

About American Eagle Gold Corp.

American Eagle is focused on exploring its NAK project in the Babine Copper-Gold Porphyry district of central British Columbia. The Company’s head office is located at Suite 1805, 55 University Avenue, Toronto, ON, M5J 2H7.

Anthony Moreau, Chief Executive Officer
Phone: 416.644.1567
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
www.americaneaglegold.ca

QP Statement

Mark Bradley, B.Sc., M.Sc., P.Geo., a Certified Professional Geologist and ‘qualified person’ for the purposes of Canada’s National Instrument 43-101 Standards of Disclosure for Mineral Properties, has verified and approved the information contained in this news release.

Forward-Looking Statements

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the TSX Venture Exchange policies) accept responsibility for the adequacy or accuracy of this release. Certain information in this press release may contain forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding whether the Company will be able to exercise its option to acquire the Project as anticipated and whether the Company’s exploration efforts on the Project produce the results that are anticipated by management. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Therefore, actual results might differ materially from those suggested in forward-looking statements. American Eagle Gold Corp. assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to American Eagle Gold Corp. Additional information identifying risks and uncertainties is contained in filings by American Eagle Gold Corp. with Canadian securities regulators, which filings are available under American Eagle Gold Corp. profile at www.sedarplus.ca.

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September 7, 2023
Foran Mining Secures C$67 Million Equipment Finance Facility for McIlvenna Bay

2023-09-07 03:06:11

VANCOUVER, BC, Sept. 7, 2023 /CNW/ – Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) (“Foran” or the “Company”) is pleased to announce it has received approval for and entered into a strategic equipment finance arrangement (the “Facility”) with Sandvik Financial Services Canada. The Facility is intended to cover the initial battery electric vehicle mining fleet and essential components, such as charging stations and batteries, provided by Sandvik Mining and Construction Canada Inc. and used for development and operation of its 100%-owned McIlvenna Bay Complex (the “Project”) in Saskatchewan.

The Facility allows for draws up to C$67 million and will be initiated, at the Company’s election, as equipment is delivered to the project site. Repayments on draws will commence immediately over a 60-month period. Interest accrued on draws against the Facility will be indexed to 5-year Canadian overnight index swaps plus a spread of 3.20%. The rate of interest will become fixed for each individual draw, at the time of drawdown.

James Steels, Foran’s Chief Financial Officer, commented “We are extremely delighted to secure this noteworthy arrangement with Sandvik, complementing our financing package for McIlvenna Bay at an attractive cost of capital. Foran and its tax advisors have also reviewed the scope of planned purchases to be incurred under this facility, in conjunction with Canadian Federal legislative proposals relating to the Income Tax Act, and believe the purchases are likely to qualify for an up to 30% refundable investment tax credit associated with the proposed Clean Technology Investment Tax Credit. This is yet another positive step in our journey to unlocking McIlvenna Bay’s value and advancing our targeted carbon reduction initiatives, all aligned with our primary objective of maximizing risk-adjusted returns for shareholders.”

Neither the TSX Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Foran Mining

Foran Mining is a copper-zinc-gold-silver exploration and development company, committed to supporting a greener future, empowering communities and creating circular economies which create value for all our stakeholders, while also safeguarding the environment. The McIlvenna Bay project is located entirely within the documented traditional territory of the Peter Ballantyne Cree Nation. The Company also owns the Bigstone Project, a resource-development stage deposit located 25km southwest of its McIlvenna Bay project.

McIlvenna Bay is a copper-zinc-gold-silver rich VHMS deposit intended to be the centre of a new mining camp in a prolific district that has already been producing for 100 years. McIlvenna Bay sits just 65km West of Flin Flon, Manitoba and is part of the world class Flin Flon Greenstone Belt that extends from Snow Lake, Manitoba, through Flin Flon to Foran’s ground in eastern Saskatchewan, a distance of over 225km.

McIlvenna Bay is the largest undeveloped VHMS deposit in the region. The Company announced the results from its Feasibility Study on February 28, 2022, outlining that current mineral reserves would potentially support an 18-year mine life producing an average of 65 million pounds of copper equivalent annually. The Company filed a NI 43-101 Technical Report for the McIlvenna Bay Feasibility Study on April 14, 2022. The Company filed a NI 43-101 Technical Report for the Bigstone Deposit resource estimate on February 11, 2022. Investors are encouraged to consult the full text of these technical reports which may be found on the Company’s profile on www.sedar.com.

The Company’s head office is located at 409 Granville Street, Suite 904, Vancouver, BC, Canada, V6C 1T2. Common Shares of the Company are listed for trading on the TSX under the symbol “FOM” and on the OTCQX under the symbol “FMCXF”.

Forward Looking Statements

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This news release contains certain forward-looking information and forward-looking statements, as defined under applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or to the future performance of Foran Mining Corporation and reflect management’s expectations and assumptions as of the date hereof or as of the date of such forward looking statement.

All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “potentially”, “intends”, “likely”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this news release speak only as of the date of this news release or as of the date specified in such statement.

Inherent in forward-looking statements are known and unknown risks, estimates, assumptions, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this news release. These factors include management’s belief or expectations relating to the following and, in certain cases, management’s response with regard to the following: The proposed strategic investment by Ontario Teachers’ Pension Plan; the status and progression of credit facility discussions; unlocking the untapped value of the Company’s properties, delivery of superior or any investment returns; scale, scope and location of future exploration and drilling activities; the potential for the Company’s land package to be transformational, the focus of the Company’s future drill programs, the incorporation of geotechnical and hydrogeological information into the overall project design; The long-term investment horizon of shareholders; The growth of the Company from developer to producer; The certainty of funding; The future of the Company; De-risking McIlvenna Bay; Delivering on the Company’s Net Positive Business strategy; Ownership and reliance on the Company’s mineral projects; The Company’s history of losses and potential inability to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis; The Company’s statements about the expected life of mine, productive capacity and other technical estimates on its projects, and the Company’s reliance on technical experts with respect thereto; The Company’s exposure to risks related to mineral resources exploration and development; Impact of the COVID-19 Pandemic, Infectious Diseases and Other Health Crises on the Company; Global financial volatility and its impact on the Company; The impact of the Russia–Ukraine conflict; Government, securities, and stock exchange regulation and policy; Legal proceedings which may have a material adverse impact on the Company’s operations and financial condition; Capital market conditions and their effect on the securities of the Company; Insurance and uninsurable risks; Environmental, health and safety regulation and policy; Mining hazards and risks; Title rights to the Company’s projects; Indigenous peoples’ title and other legal claims; Mineral resource and mineral reserve estimates; Uncertainties and risks relating to the Feasibility Studies; Fluctuations in commodity prices, including metals; Competition; Expertise and proficiency of management; Limited operating history; The availability of future financing; Dilutive effects; Impacts of global climate change and natural disasters; Inadequate infrastructure; Relationships with local communities; Reputational damage; Risks arising from the Company’s reliance on financial instruments; Risks arising from future acquisitions; Management conflicts of interest; Security breaches of the Company’s information systems; and the additional risks identified in our Annual Information Form dated March 23, 2023 and other securities filings with Canadian securities regulators available at www.sedar.com.

The forward-looking statements contained in this news release reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Readers are cautioned against undue reliance on forward-looking statements and should note that the assumptions and risk factors discussed above do not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in the Company’s securities filings and this news release. All forward-looking statements herein are qualified by this cautionary statement. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law.

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September 7, 2023
Aura Minerals Announces Full Construction Decision for Borborema Project and Secures Term Loan of US$100 million to Fund Construction

2023-09-06 15:05:11

ROAD TOWN, British Virgin Islands, Sept. 06, 2023 (GLOBE NEWSWIRE) — Aura Minerals Inc. (TSX: ORA) (B3: AURA33) (OTCQX: ORAAF) (“Aura” or the “Company”) is pleased to announce that its Board of Directors (the “Board”) has approved the construction of the Borborema project (the “Project”). In addition, the Board has authorized Aura’s indirect wholly owned subsidiary Cascar do Brasil Ltda. (“Cascar”) to enter in a credit facility for approximately US$100 million (“Term Loan”) with Banco Santander, S.A. (Brazil) to partially fund the construction of the Project.

Rodrigo Barbosa, President and CEO of Aura, comments: “Our strategic vision is clear: to expedite the development of our projects as fast as we can. Acquiring Borborema in the latter half of last year was a pivotal move. Following nine months of meticulous research and planning, we are not only initiating construction but also securing sufficient funding to ensure the project reaches completion. We remain committed to meeting our growth targets for our shareholders. The successful, on-schedule and on-budget ramp-up of the Almas Project serves as a proven model, and we anticipate replicating this success with Borborema. Furthermore, we are already nearing completion of licensing for the upcoming Matupá Project, which is slated to commence construction next year.”

Mr. Barbosa continues, “We would also like to emphasize the exceptionally high after-tax IRR of the Project, standing at 40.8% on a leveraged, after-tax basis using consensus gold price projections. This figure rises to 51.9% when calculated with a gold price of $1,900 per ounce. It is worth noting that these figures do not account for the substantial potential for increasing mineral reserves once we proceed with the road relocation. In addition, our commitment to ESG best practices is fully integrated into the Borborema project. We are confident that once operational, Borborema will serve as a benchmark in ESG excellence. The project plans to utilize grey water from the adjacent city and incorporate renewable energy sources, all in alignment with our holistic 360-degree culture”.

The Term Loan will have, among other conditions:

a five-year term to maturity, with principal payments commencing after a grace period of 24 months;

a guarantee from Aura Minerals Inc;

a requirement that the Project’s Net Debt to EBITDA ratio be no greater than 1.5x, to be measured after the end of the grace period.

The Company is targeting the completion of construction and the start of production by early 2025.

Scientific and Technical Information

Readers are reminded that mineral resources that are not mineral reserves do not have demonstrated economic viability. For more information regarding the results of the feasibility study on the Project, see the news release dated August 30, 2023 and entitled “Aura Minerals Completes Feasibility Study for the Borborema Project and Increases Ownership Stake in Borborema Inc. to 100%”, which is available on Aura’s profile on SEDAR+ at www.sedarplus.ca.

The scientific and technical information contained within this news release has been reviewed and approved by Tiãozito V. Cardoso, FAusIMM, Technical Services Director for the Company. Mr. Cardoso is a Qualified Person as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

About Aura 360° Mining

Aura is focused on mining in complete terms – thinking holistically about how its business impacts and benefits every one of our stakeholders: our company, our shareholders, our employees, and the countries and communities we serve. We call this 360° Mining.

Aura is a mid-tier gold and copper production company focused on operating and developing gold and base metal projects in the Americas. The Company has 4 operating mines including the Aranzazu copper-gold-silver mine in Mexico, the EPP and Almas gold mines in Brazil, and the San Andres gold mine in Honduras. The Company’s development projects include Borborema and Matupá both in Brazil. Aura has unmatched exploration potential owning over 650,000 hectares of mineral rights and is currently advancing multiple near-mine and regional targets along with the Serra da Estrela copper project in the prolific Carajás region of Brazil.

This news release contains “forward-looking information” and “forward-looking statements”, as defined in applicable securities laws (collectively, “forward-looking statements”) which may include, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including IRR for the Project, the integration of ESG best practices in the operation of the Project, the terms and conditions of the Term Loan and the timing of completion of construction and commencement of production at the Project and . Often, but not always, forward-looking statements can be identified by the use of words and phrases such as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved.

Known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to predict, or control could cause actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Specific reference is made to the most recent Annual Information Form on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, the ability of the Company to achieve its short-term and longer-term outlook and the anticipated timing and results thereof, the ability to lower costs and increase production, the ability of the Company to successfully achieve business objectives, copper and gold or certain other commodity price volatility, changes in debt and equity markets, the uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, interest rate and exchange rate fluctuations, general economic conditions and other risks involved in the mineral exploration and development industry. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements.

All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

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September 6, 2023
Snowline Gold Completes Oversubscribed C$16.5 Million Financing

2023-09-06 07:19:03

VANCOUVER, BC / ACCESSWIRE / September 6, 2023 / Snowline Gold Corp. (TSX-V:SGD) (the “Company” or “Snowline“) is pleased to announce that it has completed its previously announced “bought deal” private placement of 2,200,000 flow-through common shares of the Company (the “FT Shares“) at a price of C$7.50 per FT Share for aggregate gross proceeds of C$16.5 million (the “Offering“), including C$1.5 million from the exercise of the underwriters’ option. Each FT Share will qualify as a “flow-through share” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act“). Existing shareholder B2Gold Corp. (TSX: BTO, NYSE American: BTG, NSX: B2G) (“B2Gold“) participated in the financing to maintain their 9.9% interest in the Company.

“We are encouraged by the strong support shown for this financing, both from existing shareholders including B2Gold and from a number of new, high-quality institutional shareholders,” said Scott Berdahl, CEO & Director of Snowline. “Our strengthened treasury allows us to advance exploration on the Rogue Project’s Valley discovery and on other targets and generative programs across our highly prospective gold portfolio. The funds provide certainty, and they open the door to greater flexibility as we move forward.”

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms are defined in the Tax Act (the “Qualifying Expenditures“) related to the Company’s projects in the Yukon Territory, on or before December 31, 2024, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2023.

The Offering was made through a syndicate of underwriters led by Cormark Securities Inc. and including SCP Resource Finance LP (collectively, the “Underwriters“). The Underwriters received a cash commission equal to 5% of the gross proceeds of the Offering (other than on certain orders on which a cash commission of 2.5% was paid).

All securities issued in connection with the Offering are subject to a hold period of four months and one day from the closing of the Offering, in accordance with applicable Canadian securities laws, expiring on January 7, 2024.

The securities issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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.

ABOUT SNOWLINE GOLD CORP.

Snowline Gold Corp. is a Yukon Territory focused gold exploration company with an eight-project portfolio covering >333,000 ha. The Company is exploring its flagship >94,000 ha Rogue gold project in the highly prospective yet underexplored Selwyn Basin. Snowline’s project portfolio sits within the prolific Tintina Gold Province, host to multiple million-ounce-plus gold mines and deposits including Kinross’ Fort Knox mine, Newmont’s Coffee deposit, and Victoria Gold’s Eagle Mine. The Company’s first-mover land position and extensive database provide a unique opportunity for investors to be part of multiple discoveries and the creation of a new gold district.

ON BEHALF OF THE BOARD

Scott Berdahl, MSc, MBA, PGeo
CEO & Director

For further information, please contact:

Snowline Gold Corp.
+1 778 6505485
This email address is being protected from spambots. You need JavaScript enabled to view it.

Neither 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements, including statements regarding the anticipated use of proceeds from the Offering, the Company’s strengthened treasury allowing it to advance exploration on the Rogue Project’s Valley discovery and on other targets and generative programs, the funds providing certainty and opening the door to greater flexibility, and the Company’s future plans and intentions. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Such factors include, among other things, risks associated with executing the Company’s plans and intentions. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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September 6, 2023
TriStar Gold Closes Final Tranche of $3.2 Million Non-Brokered Private Placement

2023-09-05 05:32:37

Scottsdale, Arizona–(Newsfile Corp. – September 5, 2023) – TriStar Gold Inc. (TSXV: TSG) (OTCQX: TSGZF) (“TriStar” or the “Company“) is pleased to announce that it has closed the final tranche of its non-brokered private placement (the “Offering“), previously described in the Company’s press releases dated August 2, 2023 and August 30, 2023. A total of 12,061,538 units of the Company were sold under the final tranche of the Offering, at a price of Cdn $0.13 per unit for gross proceeds to the Company of Cdn $1,568,000. Each unit is comprised of one common share of the Company and one-half of one transferable share purchase warrant. Each full warrant is exercisable for one common share of the Company at an exercise price of Cdn $0.20 per share and a three-year term-to-maturity. The Company previously completed the first tranche of the Offering for total gross proceeds of Cdn $1,665,970 on August 30, 2023, bringing total gross proceeds to Cdn $3,233,970. The Company paid no commission or finder’s fees in connection with the Offering.

The Company intends to use the net proceeds of the Offering to advance the permitting of the Company’s 100% owned Castelo de Sonhos property and for general working capital purposes.

All securities issued in connection with the final tranche of the Offering are subject to a four-month hold period expiring on January 6, 2024 in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the “Exchange“). The Offering is subject to the final approval of the Exchange.

Early Warning Disclosure

Auramet Capital Partners, L.P. (“Auramet“) acquired 12,061,538 units at a price of Cdn $0.13 per unit pursuant to the final tranche of the Offering, for a total subscription price of Cdn $1,568,000. As a result, Auramet acquired 12,061,538 shares and 6,030,769 warrants. Auramet is providing the following disclosure pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“) as Auramet’s ownership over the shares of the Company increased by more than 2% of the issued and outstanding shares on an undiluted and a partially-diluted basis since the last early warning report filed by Auramet.

Immediately prior to the final tranche of the Offering, Auramet beneficially owned, and had control and direction over, 26,400,000 shares and warrants exercisable for 13,200,000 shares, representing approximately 9.86% of the outstanding shares on an undiluted basis and 14.09% on a partially-diluted basis, assuming the exercise of the warrants held by Auramet, based upon 267,866,903 shares outstanding prior to the final tranche of the Offering.

Immediately after the final tranche of the Offering, Auramet beneficially owns, and has control and direction over, 38,461,538 shares and warrants exercisable for 19,230,769 shares, representing approximately 13.74% of the outstanding shares on an undiluted basis and 19.28% on a partially-diluted basis, assuming the exercise of the warrants held by Auramet, based upon 279,928,441 shares outstanding upon completion of the final tranche of the Offering.

The units were acquired by Auramet for investment purposes only, and in the future, Auramet may acquire additional securities of TriStar, dispose of some or all of the existing securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

An early warning report (the “Report“) will be filed by Auramet pursuant to NI 62-103 on SEDAR+ at www.sedarplus.ca under the profile of TriStar. To obtain a copy of the Report, please contact Scott Brunsdon, Chief Financial Officer of TriStar, at TriStar’s address at 7950 East Acoma Drive, Suite 209, Scottsdale, Arizona 85260 or by telephone at 480-794-1244.

Neither 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.

About Auramet

Auramet Capital Partners, L.P. is an investment affiliate of Auramet International, Inc. (“Auramet International“), one of the largest physical precious metals merchants in the world with over $20 billion in annual revenues and which provides a full range of services to all participants in the precious metals supply chain. Auramet International is a private company established in 2004 by seasoned industry professionals who have assembled a global team of industry specialists with over 350 years combined industry experience. Their business consists of three main activities: physical metals trading, metals merchant banking (including direct lending) and project finance advisory services. The company has built a consistently successful and prominent franchise in the metals space on the back of an experienced management team that has proven to be innovative and capable of delivering the highest quality service to participants in the sector. In fiscal year 2022 it purchased over 5 million ounces of gold, 78 million ounces of silver and 3.9 million ounces of PGMs, and has provided term financing facilities in excess of $1 billion to date. Auramet is looking to grow its capital investment business in equity, royalties and streams in the precious metals and battery-related metals mining space. Auramet International is proud to have been awarded a Gold Medal for its ESG commitment by EcoVadis, the most trusted provider of ESG ratings with a network of more than 90,000 rated companies.

For more information on Auramet, please visit www.auramet.com.

About TriStar

TriStar is an exploration and development company focused on precious metals properties in the Americas that have the potential to become significant producing mines. The Company’s current flagship property is Castelo de Sonhos in Pará State, Brazil. The Company’s shares trade on the TSX Venture Exchange under the symbol TSG and on the OTCQX under the symbol TSGZF. Further information is available at www.tristargold.com.

On behalf of the board of directors of the Company:

Nick Appleyard
President and CEO

For further information, please contact:

TriStar Gold Inc.
Nick Appleyard
President and CEO
480-794-1244
This email address is being protected from spambots. You need JavaScript enabled to view it.

Forward-Looking Statements

Certain statements contained in this press release may constitute forward-looking statements under Canadian securities legislation which are not historical facts and are made pursuant to the “safe harbour” provisions under the United States Private Securities Litigation Reform Act of 1995. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects” or “it is expected”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements in this press release include all statements regarding the planned use of proceeds of the Offering and future intentions with respect to the acquisition and disposition of securities held by Auramet and business plans of Auramet. Such forward-looking statements are based upon the Company’s reasonable expectations and business plan at the date hereof, which are subject to change depending on economic, political and competitive circumstances and contingencies. Readers are cautioned that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause a change in such assumptions and the actual outcomes and estimates to be materially different from those estimated or anticipated future results, achievements or position expressed or implied by those forward-looking statements. Risks, uncertainties and other factors that could cause the Company’s plans to change include risks related to regulatory approval including obtaining the final approval of the Exchange to the Offering, changes in demand for and price of gold and other commodities (such as fuel and electricity) and currencies; changes or disruptions in the securities markets; legislative, political or economic developments in Brazil; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of the Company’s projects; risks of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining or development activities; the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves and resources; and the risks involved in the exploration, development and mining business. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

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September 5, 2023
Allied Merger Announces Closing of US$267 Million Financing, Execution of Business Combination Agreement with Allied Gold and Mondavi Ventures and Receipt of TSX Conditional Approval for Going Public Transaction

2023-09-01 06:29:22

Toronto, Ontario–(Newsfile Corp. – August 30, 2023) – Allied Merger Corporation (“AMC“), Allied (as defined below) and Mondavi (as defined below) are pleased to announce: (a) the closing of AMC’s previously announced private placement financing (the “Financing“) of Subscription Receipts (as defined below) for aggregate gross proceeds of approximately US$267 million, including the partial exercise of the Agents’ (as defined below) option; (b) the execution of a business combination agreement (the “Business Combination Agreement“) with Allied Gold Corp Limited (“Allied“), a Jersey-based private company which owns or controls three producing mines and several development and exploration projects in Africa, and Mondavi Ventures Ltd. (“Mondavi“), a British Columbia-based unlisted reporting issuer in the Provinces of Alberta and British Columbia, in connection with the previously announced business combination and reverse take-over transaction involving such parties (the “Transaction“); and (c) the receipt of conditional approval by the Toronto Stock Exchange (the “TSX“) for the listing of the Resulting Issuer Shares (as defined below) and the Resulting Issuer Debentures (as defined below).

Pursuant to the Financing, AMC issued 81,219,000 common share subscription receipts (the “CS Subscriptions Receipts“) at a price of US$1.97 per CS Subscription Receipt and 107,279 convertible debenture subscription receipts (the “CD Subscriptions Receipts“, and together with the CS Subscription Receipts, the “Subscription Receipts“) at a price of US$1,000 per CD Subscription Receipt. The Financing was led by National Bank Financial Inc., Stifel GMP and Canaccord Genuity Corp., on behalf of a syndicate of investment dealers, including BMO Capital Markets, CIBC Capital Markets, Cormark Securities Inc. and SCP Resource Finance LP (collectively, the “Agents“).

The net proceeds of the Financing have been deposited into escrow or are being held in trust pending the satisfaction of certain escrow release conditions in connection with the Transaction (the “Escrow Release Conditions“), and, following the completion of the Transaction, will be used to carry out Allied’s planned growth strategy, including its ongoing optimization and development work, as well as other general corporate purposes. Certain members of Allied management participated in the Financing and agreed to apply accrued bonus and other payments, including change of control payments, toward their respective subscriptions.

Each CS Subscription Receipt entitles the holder thereof to receive one common share of AMC (each, an “AMC Share“), which, after a consolidation of the AMC Shares on a 1:2.2585 basis, will be exchanged for one common share of the Resulting Issuer (as defined below) (each, a “Resulting Issuer Share“) upon the satisfaction of the Escrow Release Conditions. Each CD Subscription Receipt entitles the holder thereof to receive one unsecured convertible debenture of AMC, which will be exchanged for one unsecured convertible debenture of the Resulting Issuer (each, a “Resulting Issuer Debenture“) on an economically equivalent basis upon satisfaction of the Escrow Release Conditions. The Resulting Issuer Debentures will be convertible at the holder’s option into Resulting Issuer Shares at any time following the issuance thereof during their five (5) year tenure at a price of US$5.79 per Resulting Issuer Share.

Concurrent with the completion of the Financing, AMC, Allied, Mondavi (as well as certain related entities of such parties) executed the Business Combination Agreement, pursuant to which, among other things, such parties agreed to consummate a series of transactions which will result in the reverse take-over of Mondavi by the shareholders of AMC and Allied, culminating in the listing of the Resulting Issuer Shares and the Resulting Issuer Debentures on the TSX and a name change of Mondavi to “Allied Gold Corporation” (the “Resulting Issuer“), which will thereafter carry on the business of Allied. Subject to the satisfaction or waiver of the conditions precedent set out in the Business Combination Agreement, the Transaction is expected to close during the first week of September 2023.

In addition, AMC, Allied and Mondavi are pleased to announce that the TSX has conditionally approved the listing of the Resulting Issuer Shares (including those underlying the Resulting Issuer Debentures) and the Resulting Issuer Debentures, subject to the satisfaction of certain customary TSX listing conditions.

Following the completion of the Transaction, it is expected that the Resulting Issuer Shares will trade on the TSX in Canadian dollars under the symbol “AAUC” and the Resulting Issuer Debentures will trade on the TSX in U.S. dollars under the symbol “AAUC.DB.U”. Trading is expected to commence on or around September 8, 2023, shortly following the anticipated closing of the Transaction.

In addition, AMC has received credit approvals from a group of prospective lenders for a three-year revolving credit facility totaling US$100 million that is subject to the completion of definitive documentation and conditions precedent. In addition to the Financing, the revolving credit facility will add to the financial flexibility of the Resulting Issuer. With cash flows, AMC expects that the Resulting Issuer’s development stage projects will be fully financed, although the Resulting Issuer will continue to advance other forms of low-cost financings to increase its cash balances.

Advisors

Cassels Brock & Blackwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal counsel to AMC. Allen & Overy LLP and McCarthy Tétrault LLP are acting as legal counsel to Allied. Borden Ladner Gervais LLP is acting as legal counsel to the Agents. Prest Law Corporation is acting as legal counsel to Mondavi.

About Allied Gold Corp Limited

Allied is a private company focused on gold mining asset transformation in Africa. Allied has three mines and several development and exploration projects in Africa where it has significant operating experience. Operations are located in Côte d’Ivoire, Mali, Ethiopia and Egypt. Led by a team of mine developers with proven success in adding value to tier one assets, Allied aspires to become a mid-tier next generation gold producer in Africa and ultimately a leading senior global gold producer.

About Allied Merger Corporation

AMC is a company formed and capitalized by the former principals of Yamana Gold Inc., being Peter Marrone, Daniel Racine, Jason LeBlanc, Gerardo Fernandez and Sofia Tsakos, for the purposes of financing and assisting the development of high-quality mining opportunities.

About Mondavi Ventures Ltd.

Mondavi is an unlisted public company organized under the laws of the Province of British Columbia. The business of Mondavi is the investigation and evaluation of business opportunities.

FOR FURTHER INFORMATION PLEASE CONTACT:

Allied Gold Corp Limited
Stephan Theron
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Allied Merger Corporation
Gerardo Fernandez
Tel: +1 (647) 526-4258
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Mondavi Ventures Ltd.
Scott Ackerman
Tel: +1 (778) 331-8505

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in Canada, the United States or any other jurisdiction, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom.

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information is not representative of historical facts or information or current condition, but instead represents only Allied’s, AMC’s or Mondavi’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Allied’s, AMC’s and Mondavi’s control. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or the negative or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information contained herein includes, but is not limited to, information concerning the Transaction, the Financing and the Business Combination Agreement, including the structure, timing, completion, and terms and conditions thereof; expectations relating to the satisfaction of Escrow Release Conditions and timing thereof; expectations relating to the listing of the Resulting Issuer Shares and Resulting Issuer Debentures on the TSX and the satisfaction of the TSX listing conditions; the use of proceeds of the Financing; expectations for the effects of the Financing and the Transaction; and the business of Allied and the Resulting Issuer.

By identifying such information and statements in this manner, Allied, AMC and Mondavi are alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Allied, AMC or Mondavi to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information contained in this news release, Allied, AMC and Mondavi have made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction on the proposed terms and on the proposed timeline anticipated, or at all; the ability to obtain all requisite regulatory, corporate, shareholder, and third-party approvals and consents, and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the ability to satisfy TSX listing conditions; the potential impact of the announcement or consummation of the Financing and the Transaction on relationships, including with regulatory bodies, employees, suppliers, contractors and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although Allied, AMC and Mondavi believe that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information are reasonable, undue reliance should not be placed on such information, and no assurance or guarantee can be given that such forward-looking information will prove to be accurate. The forward-looking information contained in this news release is provided as of the date of this news release, and none of Allied, AMC or Mondavi undertakes to update any forward-looking information that is contained or referenced herein, except in accordance with applicable Canadian securities laws.

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September 1, 2023
Imperial Metals Announces Closing of $16.8 Million Private Placement

2023-08-31 15:30:32

VANCOUVER, British Columbia, Aug. 31, 2023 (GLOBE NEWSWIRE) — Imperial Metals Corporation (the “Company” or “Imperial”) (TSX:III) is pleased to announce that it has closed its previously announced non-brokered private placement of 7,000,000 common shares of the Company (“Shares”) at a price of $2.40 per Share for gross proceeds of $16,800,000 (collectively, the “Private Placement”).

The proceeds from the Private Placement are intended to be used to fund the operation and development at the Company’s Red Chris mine and for general working capital purposes.

N. Murray Edwards purchased 3,500,000 Shares for an aggregate of $8.4 million and directors and officers of the Company purchased 753,000 Shares for an aggregate of $1.8 million. The participation of Mr. Edwards and the directors and officers of the Company (collectively, the “Interested Parties“) accounted for 60.8% of the proceeds from the Private Placement. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties’ participation in the Private Placement will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the Private Placement nor the consideration to be paid by the insiders will exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Private Placement as the details of the participation of Interested Parties had not been confirmed at that time.

A 2% cash finder’s fee is payable on a portion of the Private Placement to certain parties other than Interested Parties.

All securities issued in connection with the Private Placement are subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Private Placement is subject to final acceptance of the Toronto Stock Exchange (the “TSX“).

The securities being offered under the Private Placement have not been, nor will they be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or under the applicable securities laws of any state in the United States (as defined in Regulation S under the U.S. Securities Act) and may not be offered or sold within the United States absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

About Imperial

Imperial is a Vancouver based exploration, mine development and operating company with holdings that include the Mount Polley mine (100%), the Huckleberry mine (100%), the Red Chris mine (30%). Imperial also holds a portfolio of 23 greenfield exploration properties in British Columbia.

Company Contacts

Brian Kynoch | President | 604.669.8959
Darb S. Dhillon | Chief Financial Officer | 604.669.8959

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this news release are not statements of historical fact and are “forward-looking” statements. Forward-looking statements relate to future events or future performance and reflect Company management’s expectations or beliefs regarding future events and include, but are not limited to, statements relating to the anticipated use of the proceeds of the Private Placement and final acceptance of the TSX.

In certain cases, forward-looking statements can be identified by the use of words such as “planning”, “plans”, “expects” or “does not expect”, “is expected”, “outlook”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology, and that “up to” an amount may be obtained. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In making the forward-looking statements in this news release, the Company has applied certain factors and assumptions that are based on information currently available to the Company as well as the Company’s current beliefs and assumptions, including but not limited to, that the Company will use the proceeds of the Private Placement as currently anticipated and that the Company will receive final acceptance from the TSX.

Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking statements. Factors that could cause the forward-looking statements in this news release to change or to be inaccurate include, but are not limited to: general economic, market and business conditions; changes in the Company’s financial condition and development plans; and that the Company does not receive final acceptance from the TSX. These factors as well as the risk factors detailed from time to time in the Company’s interim and annual financial statements and management’s discussion and analysis of those statements are filed and available for review on SEDAR at www.sedar.com.

Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking statements included in this release are expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

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August 31, 2023
Regency to present at Beaver Creek Summit Announces Private Placement of up to CAD$1.5 Million at $0.20 per Unit

2023-08-30 01:03:09

VANCOUVER, BC, Aug. 30, 2023 /CNW/ – Regency Silver Corp. (“Regency” or the “Company”, (TSXV: RSMX) and (OTCQB: RSMXF) is pleased to announce that it will be presenting at the 2023 Precious Metals Summit in Beaver Creek Colorado from September 12 to 15.

The Beaver Creek Summit is recognized as one of the world’s premier independent investment conferences focused on explorers, developers and emerging producers of gold, silver and platinum group metals.

Executive Chairman Bruce Bragagnolo stated “We are excited to showcase Regency and our new high grade gold-copper-silver discovery at our wholly owned Dios Padre Project in Sonora, Mexico. Drill results to date include REG-22-01 which intersects 35.8 metres of 6.84 g/t gold, 0.88% copper and 21.82 g/t silver along with 13.97 g/t Au, 50.25 g/t Ag and 1.11 % Cu over 9.8 m as well as REG-23-14 which intersects 35.9m of 5.51 g/t Au including 29.4m of 6.32 g/t Au. Indications are that Dios Padre is a large, long lived magmatic-hydrothermal Au-Cu-Ag system with multiple overprinting events. Assay results from 7 additional drill holes are expected shortly.”

Regency has arranged, subject to regulatory approval, a non-brokered private placement of up to 7,500,000 Units at a price of CAD$0.20 per unit for gross proceeds of CAD$1.5 Million. Each Unit will consist of one (1) common share in the capital of the Company and one-half of one (1/2) common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.30 per share for a period of two years following the date of issuance. Closing of the private placement is anticipated to take place shortly.

There will be finders fees payable in cash or securities, as permitted by the policies of the Exchange equal to 6% cash and 6% broker warrants of the proceeds raised by the finder.

All securities issued under the private placement will be subject to a four month hold period, in accordance with applicable Canadian securities laws.  

The proceeds will be used for general working capital.

For further details on Regency, please visit the Company’s website at www.regency-silver.com or contact Kin Communications at (604) 684-6730 or email This email address is being protected from spambots. You need JavaScript enabled to view it..

Technical Information

The technical information contained in this news release has been reviewed by Company director Michael Tucker, P.Geo, who is recognized as a Qualified Person under the guidelines of National Instrument 43-101. Mr. Tucker is a director of the Company and for that reason is not considered independent. Mr. Tucker has read and approved the technical contents of this news release.

ABOUT REGENCY SILVER CORP.

Regency is a gold-copper-silver exploration company focused on the Americas. Regency is led by a team of experienced professionals with expertise in both exploration and production. Regency’s flagship project is the Dios Padre gold-copper-silver project in Sonora, Mexico. Drill results to date at Dios Padre include REG-22-01 which intersects 35.8 metres of 6.84 g/t gold, 0.88% copper and 21.82 g/t silver along with 13.97 g/t Au, 50.25 g/t Ag and 1.11 % Cu over 9.8 m as well as REG-23-14 which intersects 35.9m of 5.51 g/t Au including 29.4m of 6.32 g/t Au.

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.

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August 30, 2023
Sitka Gold Closes $4 Million Private Placement

2023-08-29 11:16:58

VANCOUVER, BC, Aug. 29, 2023 /CNW/ – Sitka Gold Corp. (“Sitka” or the “Company”) (CSE: SIG) (FSE: 1RF) (OTCQB: SITKF) is pleased to announce that the Company has closed its previously announced non-brokered private placement for total gross proceeds of $4,000,000 (the “Offering“) through the issuance of 22,222,222 units (the “Units“) to a single investor, Ana Maria Cox De Gubbins, at a price of $0.18 per Unit.

Each Unit is comprised of one common share in the capital of the Company (a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder to purchase an additional Common Share in the capital of the Company at a price of $0.36 for a period of 24 months from the date of issuance.

No finder’s fees, commission, bonus, agent’s option or other compensation was paid in connection with the Offering.

The Company intends to use the net proceeds of the Offering for exploration work on its mineral properties, including the RC Gold Project in Yukon, and for general working capital.

“The Company is pleased to welcome Ms. Cox as a new, significant shareholder of Sitka Gold,” comments Cor Coe, CEO and Director of Sitka, “Ms. Cox’s investment in Sitka at a significant premium to market is a strong endorsement of the potential upside present at Sitka’s RC Gold project in Yukon’s Tombstone Gold Belt as well as Sitka’s robust portfolio of other mineral assets in Nevada, Arizona and Nunavut. Ms. Cox is a significant shareholder of Snowline Gold Corp., which is also focused in the Tombstone Gold Belt, where she is an insider and currently holds over 10% of the issued and outstanding Common shares. With the addition of this investment, Sitka is well funded to continue advancing its portfolio of mineral assets, including RC Gold in Yukon where a diamond drilling program of up to 10,000 metres is currently underway.”

Early Warning Disclosure

Ana Maria Cox De Gubbins acquired 22,222,222 Units for aggregate consideration of $4,000,000. Prior to the acquisition, Ms. Cox owned no securities of the Company, representing 0% of the Company’s issued and outstanding Common Shares. Following the acquisition, Ms. Cox owns 22,222,222 Common Shares and 11,111,111 Warrants, representing approximately 14.3% of the issued and outstanding Common Shares on a partially diluted basis assuming the exercise of Ms. Cox’s Warrants into Common Shares.

The Units were acquired by Ms. Cox for investment purposes. Ms. Cox may acquire additional securities of the Company, including on the open market or through private acquisitions, or sell securities of the Company, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of Ms. Cox’s early warning report will appear on the Company’s profile on SEDAR+ and may also be obtained by emailing This email address is being protected from spambots. You need JavaScript enabled to view it..

About Sitka Gold Corp.

Sitka Gold Corp. is a well-funded mineral exploration company headquartered in Canada. The Company is managed by a team of experienced industry professionals and is focused on exploring for economically viable mineral deposits with its primary emphasis on gold, silver and copper mineral properties of merit. Sitka currently has an option to acquire a 100% interest in the RC, Barney Ridge, Clear Creek and OGI properties in the Yukon and the Burro Creek Gold property in Arizona. Sitka owns a 100% interest in its Alpha Gold property in Nevada, its Mahtin Gold property in the Yukon and its Coppermine River project in Nunavut.

The Company recently announced an NI 43-101 compliant initial inferred Mineral Resource Estimate of 1,340,000 ounces of gold⁽¹⁾ beginning at surface and grading 0.68 g/t at its RC Gold Project in Yukon (see news release dated January 19, 2023). The inferred mineral resource estimate is comprised of two deposits: the Blackjack deposit containing 900,000 ounces of gold at a grade of 0.83 g/t gold and the Eiger deposit containing 440,000 ounces of gold at a grade of 0.50 g/t gold. A diamond drilling program of up to 10,000 metres is currently underway at RC Gold.

The Company is also planning additional drilling at its Alpha Gold Property in Nevada where a new Carlin-type gold system was recently discovered. The Company is focused on vectoring towards the high-grade core of this system, which is located on the Cortez Trend just 40 km southeast of the Cortez Mine Complex of Barrick/Newmont.

^{(1) Simpson, R. January 19, 2023. Clear Creek Property, RC Gold Project, NI 43-101 Technical Report, Dawson Mining District, Yukon Territory.}

The scientific and technical content of this news release has been reviewed and approved by Cor Coe, P.Geo., Director and CEO of the Company, and a Qualified Person (QP) as defined by National Instrument 43-101.

ON BEHALF OF THE BOARD OF DIRECTORS OF
SITKA GOLD CORP.

“Donald Penner“
President and Director

Cautionary and Forward-Looking Statements

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, the use of the proceeds raised under the Offering and the Company’s anticipated work programs.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will complete its anticipated work programs and use the proceeds of the Offering as currently anticipated.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, market uncertainty, the results of the Company’s anticipated work programs and that the Company will not use the proceeds of the Offering as currently anticipated.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

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August 29, 2023
Silver North Resources Announces $1.5 million Non-Brokered Private Placement

2023-08-29 06:05:26

Vancouver, BC – TheNewswire – August 29, 2023 – Silver North Resources Ltd. (TSXV:SNAG) (OTC:TARSF) “Silver North” or the “Company”) is pleased to announce a non-brokered private placement of 2.5 million Units and 5 million “Flow-Through” Shares (the “FT Shares”) of the Company at a price of C$0.20 per Unit and $0.20 per FT Share for gross proceeds to the Company of up to $1.5 million (the “Offering”).

The Units will consist of one common share and one-half of a non-transferable common share purchase warrant allowing the holder to buy an addition share for each full warrant held for a period of three years at $0.30 per additional share.

The proceeds from the sale of the Flow-Through Shares will be spent on exploration (“Canadian Exploration Expenditures” as defined by the Income Tax Act of Canada) at the Company’s Haldane Silver Project in the Keno Hill District, Yukon.

Previous drilling on the Haldane Silver Project recently discovered high-grade silver mineralization (including HLD20-19 which intersected 4.48 metres averaging 444 g/t silver, 0.15 g/t gold, 1.5% Pb and 1.3% Zn and hole HLD21-24 which returned 3.14 metres averaging 1,351 g/t silver, 0.08 g/t gold, 2.43% Pb and 2.91% Zn). Mineralization at Haldane resembles that historically mined from Hecla Mining’s Keno Hill District deposits in grade and style. Drilling in 2023 will target the expansion of the West Fault target as well as other targets such as the Bighorn discovery, where the only drill hole to test this target discovered new Keno-style vein mineralization.

Jason Weber, P.Geo., President and CEO of Silver North commented, “We are very pleased with the support from our shareholders and investors for our recent re-branding, and we are eager to advance the exploration programs at Haldane and continue to expand our three target areas and their potential to host high grade silver deposits. We are fortunate to have a strong land position in one of the world’s highest grade silver districts and where there is excellent potential for Silver North to define new deposits that may help supply new and advancing green technologies.”

The closing of the Offering is expected to occur on or about September 20, 2023 and is subject to receipt of all necessary regulatory approvals including the TSX Venture Exchange (the “TSX-V”). Finder’s fees of 7% in cash will be paid to eligible parties. The securities issued with respect to the Offering will be subject to a hold period of four months and one day in accordance with applicable securities laws.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

About Silver North Resources Ltd.

Silver North’s primary assets are its 100% owned Haldane silver project and the Tim silver project (under option to Coeur Mining, Inc.). Silver North also holds gold and base metal projects in Yukon Territory, Colorado and Nevada and is actively seeking partners for them. Silver North also holds certain royalties on projects in North and South America.

The Company is listed on the TSX Venture Exchange under the symbol “SNAG” and trades on the OTCQB market in the US under the symbol “TARSF”.

Mr. Jason Weber, P.Geo., President and CEO of Silver North Resources Ltd. is a Qualified Person as defined by National Instrument 43-101. Mr. Weber supervised the preparation of the technical information contained in this release.

For further information, contact:

Jason Weber, President and CEO

Sandrine Lam, Shareholder Communications

Tel: (604) 807-7217

Fax: (888) 889-4874

To learn more visit: www.silvernorthres.com

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. STATEMENTS IN THIS NEWS RELEASE, OTHER THAN PURELY HISTORICAL INFORMATION, INCLUDING STATEMENTS RELATING TO THE COMPANY’S FUTURE PLANS AND OBJECTIVES OR EXPECTED RESULTS, MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS AND ARE SUBJECT TO ALL OF THE RISKS AND UNCERTAINTIES INHERENT IN RESOURCE EXPLORATION AND DEVELOPMENT. AS A RESULT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS.

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August 29, 2023
Founders Metals Closes $1.7 Million Private Placement with Strategic Investor

2023-08-28 14:39:09

Vancouver, British Columbia–(Newsfile Corp. – August 28, 2023) – Founders Metals Inc. (TSXV: FDR) (“Founders” or the “Company”) announces it has completed a non-brokered private placement (the “Private Placement”) raising gross proceeds of $1,700,000 for 4,250,000 common shares (the “Shares”) of the Company at a price of $0.40 per Share. The Company paid no commission or fees on the investment and all the securities issued in connection with the Private Placement are subject to a hold period expiring four months and a day from the date of issuance.

Founders’ CEO, Colin Padget, commented, “Closing this equity-only financing adds a new long-term strategic investor that shares our views on the Antino Gold Project’s potential to grow into a large-scale gold asset in the Guiana Shield. This investment was unsolicited, and at the time the financing terms were negotiated, the price was set at a premium to the market price, with no offered warrants.”

The Company intends to use the net proceeds of the Private Placement for exploration and development of the Company’s Antino Gold Project in southeast Suriname, including technical studies, geophysical surveys, sampling, drilling, and assays, and for working capital and general corporate purposes.

About Founders Metals Inc.

Founders Metals is a Canadian exploration company operating in North and South America. The Company is focused on acquiring and advancing gold projects in the South American Guiana Shield. Its flagship project is the 20,000 ha Antino Gold Project in Suriname. Exploration work on the project includes, over 30,000 m of historical drilling, 35,000 gold-in-soil auger samples, property-wide aeromagnetic survey data, and a 2022 LiDAR survey. Antino is the most advanced gold exploration project in Suriname; within an area where historical surface/alluvial gold mining has produced over 500,000 gold ounces to date¹.

1. 2022 – Antino Project Technical Report entitled, “Technical Report, Antino Project, Suriname, South America” with an effective date of December 23, 2022 by qualified persons, K. Raffle, BSc, P. Geo and Rock Lefrançois, BSc, P.Geo.

ON BEHALF OF THE BOARD OF DIRECTORS,

Per: “Colin Padget“

Colin Padget
President, Chief Executive Officer, and Director

Founders Metals Contact Information

Dave Burwell, VP Corporate Development
Tel: 403 410 7907 | This email address is being protected from spambots. You need JavaScript enabled to view it.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the use of proceeds from the Company’s recently completed financings and the future or prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect “, “is expected “, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to business, market, and economic risks, uncertainties, and contingencies that may cause actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, other factors may cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company’s most recent annual management discussion and analysis. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

All material information on Founders Metals can be found at www.sedarplus.ca.

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August 28, 2023
Euro Sun Mining Enters into NSR Royalty Agreement for Gross Proceeds of $4 Million

2023-08-28 04:33:42

TORONTO, Aug. 28, 2023 (GLOBE NEWSWIRE) — Euro Sun Mining Inc., (TSX: ESM) (“Euro Sun” or the “Company”) is pleased to announce that it has entered into a net smelter return royalty agreement (the “Agreement”) with certain purchasers (together, the “Holder”) for the Company’s Rovina Valley Project (the “Property”).

Pursuant to the Agreement, the Holder acquired a 1.0% net smelter return (“NSR”) royalty for consideration of C$4.0 million (the “Royalty”), with C$2.0 million paid as of the date of the Agreement and the remainder to be paid within nine months. Furthermore, the Company has the right, on behalf of the Holder, to sell the Royalty to a third-party purchaser subject to minimum purchase prices by such third-party (the “Royalty Sale Right”). Should the Company exercise the Royalty Sale Right, it agrees to grant to the Holder a 0.5% net smelter return royalty on all copper produced at the Property.

In connection with the sale of the Royalty, the Company granted 32,000,000 common share warrants to the Holder (the “Warrants”), which shall only vest upon the Company’s exercise of the Royalty Sale Right. Each Warrant will entitle the Holder to acquire one additional Common Share of the Company at an exercise price of C$0.125 per common share of the Company (the “Common Shares”) until August 25, 2028, representing a significant premium to the current market price of the Common Shares.

About Euro Sun Mining Inc.

Euro Sun is a Toronto Stock Exchange listed mining company focused on the exploration and development of its 100%-owned Rovina Valley gold and copper project located in west-central Romania, which hosts the second largest gold deposit in Europe.

Further information:

For further information about Euro Sun Mining, or the contents of this press release, please contact Investor Relations at This email address is being protected from spambots. You need JavaScript enabled to view it.

Caution regarding forward-looking information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Agreement, the Royalty, the Royalty Sale Right and development of the Project. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks inherent in the mining industry and risks described in the public disclosure of the Company which is available under the profile of the Company on SEDAR at www.sedar.com and on the Company’s website at www.eurosunmining.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

The TSX does not accept responsibility for the adequacy or accuracy of this news release.

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August 28, 2023
Foremost Lithium Announces Closing of USD $4.0 Million Public Offering and NASDAQ Listing

2023-08-24 10:28:02

VANCOUVER, British Columbia, Aug. 24, 2023 (GLOBE NEWSWIRE) –– Foremost Lithium Resource & Technology Ltd. (Nasdaq: FMST, FMSTW) (CSE: FAT) (“Foremost Lithium” or the “Company”), an exploration stage lithium mining company, today closed its previously announced underwritten public offering in the United States (the “Offering”). The Company sold 800,000 units, each consisting of one common share and one warrant (a “Common Warrant”) to purchase one common share (“Common Share Unit”), at a public offering price of USD $5.00 per unit. The warrants within each Common Share Unit have a per share exercise price of USD $6.25 and expire five years from the date of issuance. The aggregate gross proceeds to the Company from the Offering were USD $4,000,000, before deducting underwriting discounts of USD $286,000 and offering expenses.

The common shares and Common Warrants sold in the Offering began trading on the Nasdaq Capital Market under the symbols “FMST” and “FMSTW”, respectively, on August 22, 2023. The Company’s common shares will continue to trade on the Canadian Securities Exchange under the symbol “FAT”. All securities issued under the Offering will be issued free from any resale restrictions under applicable Canadian and United States securities laws.

The Company intends to use the net proceeds from the Offering for resource development activities, annual property payments, claim payments and royalty payments, general corporate purposes and general business expenses.

ThinkEquity acted as sole book-running manager for the Offering.

In connection with the closing of the Offering, the Company issued ThinkEquity 40,000 warrants, representing 5% of the aggregate Common Share Units sold in the Offering, with each such warrant exercisable for one common share at a price of USD $6.25 for a period ending five years from the commencement of sales of the Offering. In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 120,000 Common Share Units and/or pre-funded warrant units (the “Pre-Funded Warrant Units”) to cover over-allotments, if any. Each Pre-Funded Warrant Unit would consist of one pre-funded warrant to purchase one common share (a “Pre-Funded Warrant”) and one Common Warrant, and would be issued at a price of USD $4.99. Each Pre-Funded Warrant would be exercisable to acquire a common share for an indefinite term at an exercise price of USD $0.01.

A registration statement on Form F-1 (File No. 333-272028) relating to the Offering was filed with the United States Securities and Exchange Commission (“SEC”) and became effective on August 21, 2023. The Offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained from ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. The final prospectus may also be obtained at no cost by visiting the SEC’s website at http://www.sec.gov.

About Foremost Lithium

Foremost Lithium is a hard-rock exploration company with over 43,000 acres located in Snow Lake, Manitoba, and hosts a property in a known active lithium camp in Quebec called Lac Simard South situated on over 11,400 acres.

Its five Lithium Lane Projects, Zoro, Jean Lake, Grass River, Peg North and Jol, as well as Lac Simard South are strategically located to capitalize on the world’s growing EV appetite and to become a premier supplier of North America’s lithium feedstock. As the world transitions towards decarbonization, the Company’s objective is the extraction of lithium oxide (Li₂O), and to subsequently play a role in the production of high-quality lithium hydroxide (LiOH), to help power lithium-based batteries, critical in developing a clean-energy economy. Foremost Lithium also has the Winston Gold/Silver Property in New Mexico USA. Learn More at www.foremostlithium.com.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Foremost Lithium’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Foremost Lithium undertakes no duty to update such information except as required under applicable law.

On Behalf of the Board of Directors:
Jason Barnard, President and CEO
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: +1 (604) 330-8067

Follow us or contact us on social media:
Twitter: @foremostlithium
Linkedin: www.linkedin.com/company/foremost-lithium-resourcetechnology/mycompany/
Facebook: www.facebook.com/ForemostLithium

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August 24, 2023
K2 Gold Closes $1.4 Million Oversubscribed Flow-Through Private Placement

2023-08-22 15:13:31

Vancouver, British Columbia–(Newsfile Corp. – August 22, 2023) – K2 Gold Corporation (TSXV: KTO) (OTCQB: KTGDF) (FSE: 23K) (“K2” or the “Company“) is pleased to announce the closing of the non-brokered private placement financing as disclosed on July 27, 2023 by issuing a total of 8,756,666 charity flow-through shares (the “Charity FT shares“) at a price of C$0.16 per Charity FT share (the “Offering Price“), for aggregate gross proceeds of C$1,401,066.56 (the “Offering“).

K2 intends to use the gross proceeds of the Offering for a reverse circulation drill program at the Company’s Wels Gold Project in Yukon, anticipated to begin at the beginning of September.

The Company will pay finders fees in compliance with the policies of the TSX Venture Exchange and applicable securities legislation, to arm’s length finders in connection with subscriptions from subscribers introduced by them, totaling $49,032.00.

Insiders of the Company acquired an aggregate of 1,529,999 Charity FT shares in the Offering, which participation constituted a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities acquired by the insiders, nor the consideration for the securities paid by such insiders, exceed 25% of the Company’s market capitalization. As required by MI 61-101, the Company advises that it expects to file a material change report relating to the Offering less than 21 days from completion of the Offering, as the nature of the related party transaction is relatively immaterial, and was not necessary to complete the Offering, and can generally be considered reasonable in the circumstances.

Closing of the Offering is subject to certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. All securities issued under the Offering will be subject to a statutory hold period of four month hold period in accordance with applicable Canadian securities laws. There are no material facts or material changes regarding the Company that have not been generally disclosed.

About the Si2 Project

The Si2 Gold Project is located in Esmeralda County, Nevada, approximately 60km northwest of Tonopah, Nevada, and 20km northwest of Allegiant Gold’s Eastside deposit (1.4Moz Au, 8.8 Moz Ag). The project is road accessible and consists of 118 BLM lode claims covering 986 Ha, under option from Orogen Royalties Inc. The claims cover an 8 km² area of steam heated alunite-kaolinite-buddingtonite alteration within a sequence of felsic to intermediate volcanic rocks with brecciation and strongly anomalous mercury. The alteration is interpreted to represent a high-level setting within a low-sulfidation epithermal gold-silver system. In this type of geologic setting there is typically minimal anomalous gold mineralization at surface, however, gold grades may increase at depth along controlling structures at critical locations in the hydrothermal system (i.e., boiling zones). The Si2 Gold Project was initially identified by the same exploration team that identified AngloGold Ashanti’s Silicon project near Beatty, Nevada, and was staked based on its strong geological similarities to Silicon.

About K2 Gold
K2 is a proud member of Discovery Group and currently has projects in Southwest USA and the Yukon.

The Wels Project is located in Western Yukon, approximately 40km east of the community of Beaver Creek and 60km south of Newmont Goldcorp’s 4Moz Coffee deposit, within the traditional territory of White River First Nation. The land position consists of 350 contiguous Quartz Claims covering 7,200 hectares. Wels is underlain by metasedimentary and metavolcanic rocks of the White River Formation that have been intruded by a series of Triassic gabbroic sills and Cretaceous granitic plugs. This package has been cut by a series of WNW trending high-angle structures that host alteration and gold mineralization. Mineralization is noted in all rock types observed on the property to date and is associated with quartz veining, brecciation, and sericite alteration with anomalous As, Sb, and, locally, visible gold. Four discrete mineralized trends are currently known, with only one trend drilled to date, delivering encouraging assay results of 2.37 g/t Au over 28.5m and 10.38 g/t Au over 6.0m. All mineralized trends remain open along strike and approximately 80% of the property is currently unexplored.

The Mojave project is a 5,830-hectare oxide gold project with base metal targets located in California. Multiple previously recognized surface gold targets have been successfully drilled in the past, most notably by Newmont and BHP. Since acquiring the property, K2 has completed geochemical and geophysical surveys, geologic mapping, LiDAR, a WorldView 3 alteration survey, and successfully completed a 17-hole RC drill program focused on the Dragonfly and Newmont Zones. Highlights from K2’s drilling program include 6.68 g/t Au over 45.72m from surface at the Dragonfly Zone, and 1.69 g/t Au over 41.15m from 44.20m depth at the Newmont Zone.

K2 is committed to transparency, accountability, environmental stewardship, safety, diversity, inclusion, and community and indigenous engagement.

On behalf of the Board of Directors,

“Anthony Margarit”

Anthony Margarit, President and CEO
K2 Gold Corporation

For further information about K2 Gold Corporation or this news release, please visit our website at k2gold.com or contact our Office in Canada at 778-266-1456 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

K2 Gold Corporation is a member of Discovery Group based in Vancouver, Canada. For more information, please visit: discoverygroup.ca.

Cautionary Statement on Forward-Looking Statements
This news release contains forward-looking statements that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements, including statements regarding the exploration program at Si2, Wels, and Mojave, including results of drilling, and future exploration plans at Si2, Wels, and Mojave. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company’s inability to obtain any necessary permits, consents or authorizations required for its planned activities, and the Company’s inability to raise the necessary capital or to be fully able to implement its business strategies. The reader is referred to the Company’s public disclosure record which is available on SEDAR (www.sedar.com). Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply 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. Except as required by securities laws and the policies of the TSX Venture Exchange, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. No securities of the Company have been or will, in the foreseeable future, be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Not for distribution to United States newswire services or for dissemination in the United States.

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August 22, 2023
Foremost Lithium Announces Pricing of USD $4.0 Million Public Offering & Nasdaq Listing

2023-08-21 17:32:25

Vancouver, British Columbia–(Newsfile Corp. – August 21, 2023) – Foremost Lithium Resource & Technology Ltd. (NASDAQ: FMST) (NASDAQ: FMSTW) (CSE: FAT) (“Foremost Lithium” or the “Company”), an exploration stage lithium mining company, today announced the pricing of an underwritten public offering in the United States (the “Offering”) of 800,000 units, each consisting of one common share and one warrant (a “Common Warrant”) to purchase one common share (“Common Share Unit”). Each Common Share Unit is being sold to the public at a price of USD $5.00 per unit. The gross proceeds to the Company from the Offering are expected to be USD $4.0 million before deducting underwriting discounts and other offering expenses. The warrants within each Common Share Unit will have a per share exercise price of USD $6.25, be exercisable immediately, and expire five years from the date of issuance. The common shares and Common Warrants that are part of the Common Share Units can only be purchased together in the Offering but will be issued separately. In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 120,000 Common Share Units and/or pre-funded warrant units (the “Pre-Funded Warrant Units”) to cover over-allotments, if any. Each Pre-Funded Warrant Unit would consist of one pre-funded warrant to purchase one common share (a “Pre-Funded Warrant”) and one Common Warrant, and would be issued at a price of USD $4.99. Each Pre-Funded Warrant would be exercisable to acquire a common share for an indefinite term at an exercise price of USD $0.01.

The common shares and Common Warrants are expected to begin trading on the Nasdaq Capital Market on August 22, 2023 under the symbols “FMST” and “FMSTW”. The Offering is expected to close on August 24, 2023, subject to satisfaction of customary closing conditions. The Company’s common shares will continue to trade on the Canadian Securities Exchange under the symbol “FAT”. All securities issued under the Offering will be issued free from any resale restrictions under applicable Canadian and United States securities laws.

The Company intends to use the net proceeds of the Offering for resource development activities, annual property payments, claim payments and royalty payments, general corporate purposes and general business expenses.

ThinkEquity is acting as sole book-running manager for the Offering.

In connection with the closing of the Offering, the Company has agreed to issue ThinkEquity 40,000 warrants, representing 5% of the aggregate Common Share Units sold in the Offering, with each such warrant exercisable at a price of USD $6.25 for a period ending five years from the commencement of sales of the Offering.

A registration statement on form F-1 (333-272028) relating to the offered securities was filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on August 21, 2023. This Offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. The Offering is not available to Canadian residents, however, a copy of the registration statement and final prospectus will be filed with the British Columbia Securities Commission and under the Company’s profile at www.sedarplus.ca.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Foremost Lithium

Foremost Lithium is a hard-rock exploration company with over 43,000 acres located in Snow Lake, Manitoba, and hosts a property in a known active lithium camp in Quebec called Lac Simard South situated on over 11,400 acres.

Its five Lithium Lane Projects, Zoro, Jean Lake, Grass River, Peg North and Jol, as well as Lac Simard South are strategically located to capitalize on the world’s growing EV appetite and to become a premier supplier of North America’s lithium feedstock. As the world transitions towards decarbonization, the Company’s objective is the extraction of lithium oxide (Li₂O), and to subsequently play a role in the production of high-quality lithium hydroxide (LiOH), to help power lithium-based batteries, critical in developing a clean-energy economy. Foremost Lithium also has the Winston Gold/Silver Property in New Mexico USA. Learn More at www.foremostlithium.com.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

On Behalf of the Board of Directors:
Jason Barnard, President and CEO
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: +1 (604) 330-8067

Follow us or contact us on social media:
Twitter: @foremostlithium
Linkedin: www.linkedin.com/company/foremost-lithium-resourcetechnology/mycompany/
Facebook: www.facebook.com/ForemostLithium

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August 21, 2023
American Eagle Gold Announces Additional C$2.67 Million Financing

2023-08-17 03:06:17

Toronto, Ontario–(Newsfile Corp. – August 17, 2023) – American Eagle Gold Corp. (TSXV: AE) (OTCQB: AMEGF) (“American Eagle” or the “Company”) is pleased to announce that Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK) (“Teck”) has agreed to make a strategic investment in the Company through a structured flow-through financing on a private placement basis.

The Company will issue 5,940,000 common shares on a flow-through basis (the “Shares”) at a price of C$0.45 per Share for issue proceeds of approximately $2.67 million (the “Offering”). The flow-through financing structure provides for Teck to subsequently acquire the Shares for an aggregate purchase price of $1.66 million, or $0.28 per Share.

The Offering proceeds fully fund an extended 2023 Drill Program and its 2024 Drill Program at its NAK copper-gold porphyry project (the “Nak Project”) near Smithers, BC. No warrants or finders fees were issued in connection with the Offering.

Immediately following the closing of the Offering, Teck will hold 20,340,000 common shares of American Eagle, or approximately 19.9% of American Eagle’s issued and outstanding common shares, on a non-diluted basis. Teck currently holds 14,400,000 common shares of American Eagle, or approximately 15.0% of American Eagle’s issued and outstanding common shares, on a non-diluted basis.

Teck’s purchase of the Shares is being made for investment purposes. Teck may determine to increase or decrease its investment in American Eagle depending on market conditions and any other relevant factors. This release is required to be issued under the early warning requirements of applicable securities laws. Teck’s head office is located at Suite 3300 – 550 Burrard Street, Vancouver, BC, V6C 0B3. A copy of Teck’s early warning report may be obtained from Chris Stannell at 604 699 4368.

Closing of the Offering is expected to occur on or before September 7, 2023 (the “Closing Date”), subject to negotiation and execution of definitive documentation with the initial purchasers of the Shares, as well as certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange The Shares are subject to a statutory hold period of four months plus a day following the Closing Date.

An amount equal to the gross proceeds from the issuance of the Offering will be used to incur, on the Company’s Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as (i) “Canadian exploration expenses” (as defined in the Income Tax Act (the “Tax Act”)), (ii) “flow-through critical mineral mining expenditures” (as defined in subsection 127(9) of the Tax Act) (collectively, the “Qualifying Expenditures”); and (iii) as a “BC flow-through mining expenditure” for purchasers in British Columbia. The Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the Offering will be incurred on or before December 31, 2024 and will be renounced by the Company to the initial purchasers of the Shares with an effective date no later than December 31, 2023. In the event that the Company is unable to renounce the issue price for the Shares on or prior to December 31, 2023 for each Share purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will for such failure to renounce, indemnify each initial purchaser for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.

Pursuant to a prior agreement between American Eagle and Teck and for so long as Teck’s ownership in American Eagle remains greater than 5.0% of American Eagle’s issued and outstanding common shares on a non-diluted basis, Teck holds certain investor rights, being an equity participation right to maintain its pro-rata ownership in the Company and certain information rights relating to the NAK Project.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.

About American Eagle’s NAK Project

The NAK Project is in the Babine copper-gold porphyry district of British Columbia, near past-producing mines and with excellent infrastructure. Previous drilling at NAK revealed a large near-surface copper-gold system measuring over 1.5 km x 1.5 km. Historical exploration was limited to shallow depths, averaging 170 m. In 2022, American Eagle’s 2022 drilling program explored deeper and discovered significant copper-gold mineralization. The objective for 2023 is to expand the known mineralized footprint at NAK and identify high-grade sources of copper and gold. The property is accessible by road, can be drilled year-round, and is largely without helicopter support. The promising initial results make NAK an ideal candidate for further exploration. Drilling resumed in June 2023, and the Company released assays for its first hole (NAK23-08) of the 2023 program on August 9, 2023. Highlights of the hole were 776 metres of 0.50% Copper Equivalent from surface. Click here for the News Release.

For the latest videos from American Eagle, Ore Group, and all things mining, subscribe to our YouTube Chanel: youtube.com/@theoregroup

About American Eagle Gold Corp.

American Eagle is focused on exploring its NAK project in the Babine Copper-Gold Porphyry district of central British Columbia. The Company’s head office is located at Suite 1805, 55 University Avenue, Toronto, ON, M5J 2H7.

Anthony Moreau, Chief Executive Officer
Phone: 416.644.1567
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
www.americaneaglegold.ca

QP Statement

Mark Bradley, B.Sc., M.Sc., P.Geo., a Certified Professional Geologist and ‘qualified person’ for the purposes of Canada’s National Instrument 43-101 Standards of Disclosure for Mineral Properties, has verified and approved the information contained in this news release.

Forward-Looking Statements

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the TSX Venture Exchange policies) accept responsibility for the adequacy or accuracy of this release. Certain information in this press release may contain forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding whether the Company will be able to exercise its option to acquire the Project as anticipated and whether the Company’s exploration efforts on the Project produce the results that are anticipated by management. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Therefore, actual results might differ materially from those suggested in forward-looking statements. American Eagle Gold Corp. assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to American Eagle Gold Corp. Additional information identifying risks and uncertainties is contained in filings by American Eagle Gold Corp. with Canadian securities regulators, which filings are available under American Eagle Gold Corp. profile at www.sedarplus.ca.

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August 17, 2023
SSR Mining Announces $400 Million Senior Secured Revolving Credit Facility

2023-08-15 15:58:20

DENVER / Aug 15, 2023 / Business Wire / SSR Mining Inc. (NASDAQ/TSX: SSRM, ASX: SSR) (“SSR Mining” or the “Company”) is pleased to announce an amendment to its existing revolving credit facility (the “Facility”) on favorable terms. The Facility size has been increased from $200 million to $400 million with an additional accordion feature of $100 million. The Facility has a renewed term of 4 years, now maturing on August 15, 2027.

Under the terms of the Facility, amounts that are borrowed will incur variable interest at the Secured Overnight Financing Rate plus an applicable margin. The margin will be determined based on the Company’s net leverage ratio and amounts drawn from the Facility and will range from 2.00% to 2.75%. The expanded Facility will provide the Company with flexibility for working capital and other general corporate purposes.

The Bank of Nova Scotia has acted as Administrative Agent, and along with Canadian Imperial Bank of Commerce as Co-Lead Arrangers and Joint Bookrunners, in connection with the amended Facility.

About SSR Mining

SSR Mining Inc. is a leading, free cash flow focused gold company with four producing operations located in the USA, Türkiye, Canada, and Argentina, combined with a global pipeline of high-quality development and exploration assets. Over the last three years, the four operating assets combined have produced on average more than 700,000 gold equivalent ounces annually. SSR Mining is listed under the ticker symbol SSRM on the NASDAQ and the TSX, and SSR on the ASX.

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August 15, 2023
Imperial Metals Announces $16.8 Million Private Placement

2023-08-15 15:37:55

VANCOUVER, British Columbia, Aug. 15, 2023 (GLOBE NEWSWIRE) — Imperial Metals Corporation (the “Company” or “Imperial”) (TSX:III) is pleased to announce a non-brokered private placement of up to 7,000,000 common shares of the Company (“Shares”) at a price of $2.40 per Share for gross proceeds of up to $16,800,000 (collectively, the “Private Placement”).

The proceeds from the Private Placement are intended to be used to fund the operation and development at the Company’s Red Chris mine and for general working capital purposes.

Closing of the Private Placement is anticipated to occur in stages with final closing on or about August 31, 2023 and is subject to certain conditions including, but not limited to, the receipt of all applicable regulatory approvals including approval of the Toronto Stock Exchange (the “TSX”). All securities issued in connection with the Private Placement will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

N. Murray Edwards has agreed to purchase up to $8.40 million (up to 3,500,000 Shares) and directors and officers of the Company have agreed to purchase up to $1.10 million (up to 458,000 Shares). Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The related party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the Private Placement nor the consideration to be paid by the insiders will exceed 25% of the Company’s market capitalization.

The securities being offered under the Private Placement have not been, nor will they be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the applicable securities laws of any state in the United States (as defined in Regulation S under the U.S. Securities Act) and may not be offered or sold within the United States absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

About Imperial

Imperial is a Vancouver based exploration, mine development and operating company with holdings that include the Mount Polley mine (100%), the Huckleberry mine (100%), the Red Chris mine (30%). Imperial also holds a portfolio of 23 greenfield exploration properties in British Columbia.

Company Contacts

Brian Kynoch | President | 604.669.8959
Darb S. Dhillon | Chief Financial Officer | 604.669.8959

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this news release are not statements of historical fact and are “forward-looking” statements. Forward-looking statements relate to future events or future performance and reflect Company management’s expectations or beliefs regarding future events and include, but are not limited to, statements relating to the Company’s plans to conduct the Private Placement and the anticipated use of the proceeds of the Private Placement.

In certain cases, forward-looking statements can be identified by the use of words such as “planning”, “plans”, “expects” or “does not expect”, “is expected”, “outlook”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology, and that “up to” an amount may be obtained. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In making the forward-looking statements in this news release, the Company has applied certain factors and assumptions that are based on information currently available to the Company as well as the Company’s current beliefs and assumptions, including but not limited to, that the Company’s financial condition and development plans do not change as a result of unforeseen events, and that the Company will receive all required regulatory approvals, including TSX approval, for the Private Placement.

Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking statements. Factors that could cause the forward-looking statements in this news release to change or to be inaccurate include, but are not limited to, failure of the Private Placement to be arranged on the proposed terms or at all; unanticipated delays in obtaining or failure to obtain regulatory or TSX approvals; general economic, market or business conditions; and changes in the Company’s financial condition and development plans. These factors as well as the risk factors detailed from time to time in the Company’s interim and annual financial statements and management’s discussion and analysis of those statements are filed and available for review on SEDAR at www.sedar.com.

Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking statements included in this release are expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

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August 15, 2023
Carolina Rush Announces Closing of Brokered and Non-Brokered Private Placements for Total Gross Proceeds of $2.23 Million

2023-08-15 13:08:22

Toronto, Ontario–(Newsfile Corp. – August 15, 2023) – Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) (“Carolina Rush” or the “Company“) is pleased to announce that it has closed a “best efforts” brokered private placement (the “Brokered Offering“) with Paradigm Capital Inc. (the “Agent“), acting as agent, through the issuance of 666,700 units (each, a “Unit“) of the Company at a price of $0.15 per Unit for gross proceeds of $100,005. In addition, the Company has closed the concurrent non-brokered private placement (the “Non-Brokered Offering” and together with the Brokered Offering, the “Offering“) through the issuance of 14,238,236 Unit at a price of $0.15 per Unit for gross proceeds of $2,135,735.40.

Each Unit consists of one common share in the capital of the Company (each, a “Common Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.20 per Common Share until the date that is thirty-six (36) months from the date of issuance.

The net proceeds raised under the Offering will be used for the exploration and advancement of the Company’s projects in the Southeastern U.S., including drilling priority targets at the flagship Brewer Gold-Copper Project, advancing projects on the Sawyer Gold Trend, updating technical studies, and for general corporate and working capital purposes and payment of debt. The Common Shares and Warrants issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

In connection with the closing of the Brokered Offering, the Company paid the Agent a cash commission totaling $6,000.30, through the issuance of 40,002 Units and have issued the Agent 66,670 non-transferrable compensation warrants (each, a “Broker Warrant“). Each Broker Warrant entitles the Agent to purchase one Common Share at a price of $0.15 at any time for a term of two (2) years following the date of issuance. In connection with the closing of the Non-Brokered Offering, the Company paid certain eligible finders (each, a “Finder“) cash commissions in the aggregate of $45,600.60, through the issuance of 304,004 Units, and have issued the Finders an aggregate of 506,673 Broker Warrants.

Pursuant to the Offering, Mr. Kenneth Brown received 4,400,000 Units. Prior to the completion of the Offering, Mr. Brown did not hold any securities of the Company. Upon completion of the Offering, Mr. Brown beneficially owns or controls 4,400,000 Common Shares and 2,200,000 Warrants, representing approximately 10.26% of the Company’s issued and outstanding Common Shares on a non-diluted and approximately 14.64% on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Brown may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as insiders of the Company subscribed for 1,035,000 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

The Offering remains subject to the final approval of the TSX Venture Exchange.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the 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 State in which such offer, solicitation or sale would be unlawful.

About Carolina Rush

Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) is exploring the Carolina Terrane in the southeastern USA. Its flagship project is the 396.6 hectare past-producing Brewer Gold Mine Property, located in Chesterfield County, South Carolina, 17 kilometers along trend from the producing Haile Gold Mine. In January 2023, the Company signed exclusive mineral exploration lease and purchase option agreements for both the 246.6 hectare New Sawyer Gold Mine Property and the 54.6 hectare Sawyer Gold Mine Property, both located on the Sawyer Gold Trend and in Randolph County, North Carolina.

For further information, please contact:
Jeanny So, Corporate Communciations Manager
E: This email address is being protected from spambots. You need JavaScript enabled to view it.
T: +1.647.202.0994

For additional information please visit our new website at http://www.TheCarolinaRush.com/ and our Twitter feed: @TheCarolinaRush.

Neither 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.

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks involved in the mineral exploration and development industry, including those risks set out in the Company’s management’s discussion and analysis as filed under the Company’s profile at www.sedar.com. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. 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. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.

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August 15, 2023
TVI PACIFIC CLOSES $1.34 MILLION NON-BROKERED PRIVATE PLACEMENT

2023-08-15 10:00:05

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, AB, Aug. 15, 2023 /CNW/ – TVI Pacific Inc. (TSXV: TVI); (OTC Pink: TVIPF) (“TVI” or the “Company“) is pleased to announce that, further to its press releases dated May 30, 2023, June 26, 2023, July 31, 2023 and August 15^th (as it related to an extension), the Company has completed and closed its previously announced non-brokered private placement to Prime Resources Holdings, Inc. (“PRHI”) of 53,600,000 common shares in the capital of the Company, at a price of $0.025 per share (the “Private Placement”), for gross proceeds of $1,340,000 (or approximately US$1,000,000).

The Company plans to use the proceeds of the Private Placement for general corporate working capital. The common shares issued pursuant to the Private Placement are subject to a statutory 4-month and one day hold period from the date of issuance. No finder’s fee or commissions are payable by the Company in connection with the Private Placement.

“We are once again pleased that our current shareholder and partner in TVI Resource Development Phils., Inc. (“TVIRD”) has taken steps to invest further in TVI Pacific,” said Mr. Cliff James, Chairman and CEO of TVI and Chairman of TVIRD, “We welcome the PRHI representatives to the board of TVI Pacific and believe their involvement reflects our shared confidence in both TVI Pacific and the many mines and projects at the level of TVIRD that we jointly manage.”

About TVI Pacific Inc.

TVI Pacific Inc. is a Canadian resource company focused on mining projects in the Philippines, one of the most prolifically mineralized countries in the world. TVI currently holds a 30.66% equity interest in TVIRD, a Philippines corporation. Through TVIRD, TVI has ownership in a currently producing gold mine and is focused on bringing on-stream the Siana gold mine at which equipment has been rehabilitated and commissioning of the plant has commenced in line with TVIRD’s plan to restart operations.

About Prime Resources Holdings, Inc.

Prime Resources Holdings, Inc. (“PRHI”) is a Philippine company organized primarily to hold Mr. Manuel Paolo A. Villar’s interests in the mining industry. PRHI is the largest and controlling shareholder of TVIRD, holding 68.42% thereof.   PRHI is an affiliate of Prime Asset Ventures, Inc. (“PAVI”), a Philippine company with focus on building and developing critical community infrastructure. PAVI currently holds major investments in subsidiaries operating in a variety of industries, including power and water utilities, information technology and telecommunications, financial services, and broadcast services.

The TSXV has neither approved nor disapproved of the information contained herein.

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain information set out in this News Release constitutes forward-looking information. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “intend”, “could”, “might”, “should”, “believe”, “scheduled”, “to be”, “will be” and similar expressions. Forward-looking statements in this News Release are based upon the opinions and expectations of management of the Company as at the effective date of such statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties (known and unknown) that could cause actual outcomes to differ materially from those anticipated or implied by such forward-looking statements. Forward-looking statements in this News Release include, but are not limited to, TVI’s use of proceeds from the Private Placement.

Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information supplied by third parties. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions and that information received from third parties is reliable, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These factors include, but are not limited to, such things as changes in general economic conditions in the Philippines and elsewhere; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in TVI’s public documents filed on SEDAR; and other matters discussed in News Release.

Accordingly, readers should not place undue reliance upon the forward-looking statements contained in this News Release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.

The forward-looking statements contained in this News Release are made as of the date hereof and the Company does not undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Neither 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 release.

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August 15, 2023
F3 Uranium Announces Revised Bought Deal Private Placement for Gross Proceeds of C$17.5 Million

2023-08-15 05:48:38

Kelowna, British Columbia–(Newsfile Corp. – August 15, 2023) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company“) is pleased to announce that due to significant investor demand, the Company has increased the gross proceeds of its previously announced private placement (the “Underwritten Offering“) to C$17,500,000. Under the revised Underwritten Offering, the Underwriters (as defined herein) have agreed to purchase for resale 36,082,474 flow-through units of the Company (each, a “FT Unit“) at a price of C$0.485 per FT Unit (the “Offering Price“) on a “bought deal” basis. Red Cloud Securities Inc. is acting as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively, the “Underwriters“).

The Company has also increased the potential size of the Over-Allotment Option (as defined herein) from C$2,250,000 to C$2,500,000. Under the revised Over-Allotment Option, the Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date (as defined below), to purchase for resale up to an additional 5,154,639 FT Units at the Offering Price (the “Over-Allotment Option“, and together with the Underwritten Offering, the “Offering“). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be C$20,000,000. The FT Shares will be issued as charitable flow-through common shares of the company.

Each FT Unit will consist of one common share of the Company (each, a “Common Share“) to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant shall entitle the holder to purchase one Common Share at a price of C$0.485 at any time on or before that date which is 24 months after the Closing Date (as herein defined).

The FT Units to be sold under the Offering will be offered by way of the “accredited investor” and minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in all of the provinces of Canada. The Common Shares issuable from the sale of the FT Units will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.

The Offering is expected to close on September 12, 2023 (the “Closing Date“). The Company will pay to the Underwriters a cash commission of 5.5% of the gross proceeds raised in respect of the Offering (the “Underwriters’ Commission“). In addition, the Company will issue to the Underwriters warrants of the Company (each warrant, a “Broker Warrant“), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of Common Shares which is equal to 5.5% of the number of FT Units sold under the Offering at an exercise price equal to C$0.485 per Common Share.

The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin.

About F3 Uranium Corp.

F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discovery. F3 Uranium currently has 18 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow and Hurricane.

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

ON BEHALF OF THE BOARD

“Dev Randhawa”
Dev Randhawa, CEO

Cautionary Statement: F3 Uranium Corp.

This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of uranium and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

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August 15, 2023
F3 Uranium Announces C$15 Million Bought Deal Private Placement

2023-08-14 14:44:55

Kelowna, British Columbia–(Newsfile Corp. – August 14, 2023) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company“) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc., as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters“), pursuant to which the Underwriters have agreed to purchase for resale 30,927,835 flow-through units of the Company (each, a “FT Unit“) at a price of C$0.485 per FT Unit (the “Offering Price“) on a “bought deal” basis in a private placement for gross proceeds of C$15,000,000 (the “Underwritten Offering“).

Each FT Unit will consist of one common share of the Company (each, a “Common Share“) to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant shall entitle the holder to purchase one Common Share at a price of C$0.485 at any time on or before that date which is 24 months after the Closing Date (as herein defined). The FT Shares will be issued as charitable flow-through common shares of the Company.

The Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date (as defined below), to purchase for resale up to an additional 4,639,175 FT Units at the Offering Price for additional gross proceeds of up to C$2,250,000 (the “Over-Allotment Option“, and together with the Underwritten Offering, the “Offering“).

The FT Units to be sold under the Offering will be offered by way of the “accredited investor” and minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in all of the provinces of Canada. The Common Shares issuable from the sale of the FT Units will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.

The Offering is expected to close on September 12, 2023 (the “Closing Date“). The Company will pay to the Underwriters a cash commission of 5.5% of the gross proceeds raised in respect of the Offering (the “Underwriters’ Commission“). In addition, the Company will issue to the Underwriters warrants of the Company (each warrant, a “Broker Warrant“), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of Common Shares which is equal to 5.5% of the number of FT Units sold under the Offering at an exercise price equal to C$0.485 per Common Share.

The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin.

About F3 Uranium Corp.

F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discovery. F3 Uranium currently has 18 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow and Hurricane.

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

ON BEHALF OF THE BOARD

“Dev Randhawa”
Dev Randhawa, CEO

Cautionary Statement: F3 Uranium Corp.

This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of uranium and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

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August 14, 2023
AJN Resources Closes $3.3 Million Private Placement Financing

2023-08-14 06:37:40

Vancouver, British Columbia–(Newsfile Corp. – August 14, 2023) – AJN Resources Inc. (CSE: AJN) (FSE: 5AT) (“AJN”) is pleased to announce that it has closed its non-brokered private placement of units announced on July 26, 2023. The Company issued 13,415,000 units at a price of $0.25 per unit for gross proceeds of $3,353,750. Each unit is comprised of one common share and one share purchase warrant, where each warrant is exercisable at $0.30 per share on or before August 11, 2025. In connection with a portion of the private placement the Company has agreed to pay finder’s fees totalling $156,525 in cash and 626,100 warrants, which warrants are exercisable at $0.30 per share on or before August 11, 2025. The securities issued pursuant to the private placement and any shares to be issued on the exercise of warrants are restricted from trading until December 10, 2023. The net proceeds of the financing will be used for mineral exploration, general corporate purposes, and working capital.

About AJN Resources Inc.

AJN is a junior exploration company. AJN’s management and directors possess over 75 years of collective industry experience and have been very successful from exploration, to financing, to developing major mines throughout the world, with a focus on Africa and especially the Democratic Republic of the Congo.

For further information, please contact Investor Relations:

Sheena Eckhof
Director, Investor Relations
This email address is being protected from spambots. You need JavaScript enabled to view it.

Visit us at www.ajnresources.com
Tel: +44 7496 291547

On Behalf of the Board of Directors

Klaus Eckhof
CEO and President
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Cautionary Note Regarding Forward-Looking Statements

The information in this news release may include certain information and statements about management’s view of future events, expectations, plans and prospects that may constitute forward-looking statements. Forward-looking statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although AJN Resources Inc. believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, AJN Resources Inc. disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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August 14, 2023
Fireweed Metals Announces $16.8 Million Financing with Key Shareholders

2023-08-10 14:56:41

VANCOUVER, British Columbia, Aug. 10, 2023 (GLOBE NEWSWIRE) — FIREWEED METALS CORP. (“Fireweed” or the “Company”) (TSXV: FWZ; OTCQB: FWEDF; formerly Fireweed Zinc Ltd.) is pleased to announce a non-brokered private placement (the “Offering”) for gross proceeds of up to CAD$16,800,000.

Highlights

The Offering is being made available to key existing shareholders with lead orders from the Lundin Family, Larry Childress, and others.

The price of the Offering will be $1.92 per share, a significant premium to the current market price limiting dilution. There is no intention to upsize the Offering.

The Lundin Family, through their Trusts, have indicated their intention of subscribing to any amount of the Offering that remains unallocated; This participation retains them collectively as Fireweed’s largest shareholder.

The Offering will provide Fireweed with capital to significantly expand the large 2023 drill program on the Company’s projects and lay the groundwork for an even larger 2024.

CEO Statement

Brandon Macdonald, CEO, stated “Our 2023 drill program is well underway and ahead of schedule. With expanded and winterized capacity in place at our Macmillan Pass camp, and five drills on site, we are seizing the opportunity to expand our program by as much as 50% or more. This will not only mean a substantial increase in drill results, but also result in improved data to support future resource updates and economic studies. It is a huge vote of confidence in our Geology and Operations teams that our key shareholders will back them to expand an already large program.”

The Offering

The Offering consists of 8,750,000 flow-through common shares of the Company at a price of CAD$1.92 per share through a charitable donation arrangement (“Premium Flow-through Shares”). The proceeds from the Offering will be used for exploration and development of the Company’s projects in northern Canada. The gross proceeds from the issuance of all Premium Flow-through Shares will be used on the Company’s projects to incur Canadian Exploration Expenses (“CEE”) which will qualify as “flow-through critical mineral mining expenditures” under the Income Tax Act (Canada). These expenses will be renounced by the Company to the purchasers of Premium Flow-through Shares with an effective date no later than December 31, 2023 in an aggregate amount no less than the proceeds raised under the Offering.

The issuance of any Common Shares to insiders will constitute a “related party transaction”, as defined under Multilateral Instrument 61-101 (“MI 61-101”). Such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities acquired by the insiders, nor the consideration for the securities paid by such insiders, will exceed 25% of the Company’s market capitalization.

Closing of the Offering is subject to certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. All securities issued under the Offering will be subject to a statutory hold period of four months plus a day following the date of closing.

About Fireweed Metals Corp. (TSXV: FWZ; OTCQB: FWEDF; FSE:20F): Fireweed is a public mineral exploration company on the leading edge of Critical Minerals project development. Fireweed is well-funded, with a healthy working capital position, and is well-positioned to carry out the large 2023 exploration program. The Company has three projects located in Canada:

Macmillan Pass Project (Zinc-Lead-Silver): Fireweed owns 100% of the district-scale 940 km² Macmillan Pass project in Yukon, Canada, which is host to one of the largest undeveloped zinc resources in the world** where the Tom and Jason zinc-lead-silver deposits have current Mineral Resources¹ (11.21 Mt Indicated Resource at 6.59% zinc, 2.48% lead, and 21.33 g/t silver; and 39.47 Mt Inferred Resource at 5.84% zinc, 3.14% lead, and 38.15 g/t silver) and a Preliminary Economic Assessment² (PEA). In addition, Boundary Zone, Tom North and End Zone have significant zinc-lead-silver mineralization drilled but not yet classified as mineral resources. The project also includes large blocks of adjacent claims with known showings and significant upside exploration potential.

Mactung Project (Tungsten): The Company owns 100% interest in the 37.6 km² Mactung Project located adjacent to the Macmillan Pass Project. Recently announced mineral resources for Mactung (41.5 Mt Indicated Resource at 0.73% WO₃ and 12.2 Mt Inferred Resource at 0.59% WO₃)³ make it the world’s largest high-grade resource of the Critical Mineral tungsten*. Located in Canada, it is one of the rare large tungsten resources outside of China*.

Gayna River Project (Zinc-Lead-Gallium-Germanium): Fireweed owns 100% of the 128.75 km² Gayna River project located 180 km north of the Macmillan Pass project. It is host to extensive mineralization including Critical Minerals zinc, gallium and germanium as well as lead and silver, outlined by 28,000 m of historical drilling and significant upside potential.

In Canada, Fireweed (TSXV: FWZ) trades on the TSX Venture Exchange. In the USA, Fireweed (OTCQB: FWEDF) trades on the OTCQB Venture Market (www.otcmarkets.com) and is DTC eligible for enhanced electronic clearing and settlement. In Europe, Fireweed (FSE: 20F) trades on the Frankfurt Stock Exchange.

Technical information in this news release has been approved by Fireweed’s VP Geology, Dr. Jack Milton, P.Geo. (BC), a ‘Qualified Person’ as defined under Canadian National Instrument 43-101.

Additional information about Fireweed and its projects can be found on the Company’s website at FireweedMetals.com and at www.sedarplus.ca.

ON BEHALF OF FIREWEED METALS CORP.

“Brandon Macdonald”

CEO & Director

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.

Cautionary Statements

Offering Disclosure Statements

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The Company’s shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Statements

This news release contains “forward-looking” statements and information (“forward-looking statements”). All statements, other than statements of historical facts, included herein, including, without limitation, statements relating to interpretation of the terms of the Offering, the participation of certain existing shareholders, future work plans, the use of funds, and the potential of the Company’s projects, are forward looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements are based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management and reflect the beliefs, opinions, and projections on the date the statements are made. Forward-looking statements involve various risks and uncertainties and accordingly, readers are advised not to place undue reliance on forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include but are not limited to, exploration and development risks, unanticipated reclamation expenses, expenditure and financing requirements, general economic conditions, changes in financial markets, the ability to properly and efficiently staff the Company’s operations, the sufficiency of working capital and funding for continued operations, title matters, First Nations relations, operating hazards, political and economic factors, competitive factors, metal prices, relationships with vendors and strategic partners, governmental regulations and oversight, permitting, seasonality and weather, technological change, industry practices, uncertainties involved in the interpretation of drilling results and laboratory tests, and one-time events. There is no assurance that the Company will be able to complete the Offering on the terms set out above, or at all. The Company assumes no obligation to update forward‐looking statements or beliefs, opinions, projections or other factors, except as required by law.

Footnotes and References

* References to relative size and grade of the Mactung resources and Macmillan Pass resources in comparison to other tungsten and zinc deposits elsewhere in the world, respectively, are based on review of the Standard & Poor’s Global Market Intelligence Capital IQ database.

¹: For details see Fireweed’s Technical Report titled “NI 43-101 Technical Report on the Macmillan Pass Zinc-Lead-Silver Project, Watson Lake and Mayo Mining Districts Yukon Territory, Canada” filed on www.sedarplus.ca on February 23, 2018, and Fireweed’s News Release dated January 10th, 2018.

²: For details see Fireweed Technical Report titled “NI 43-101 Technical Report Macmillan Pass Project Yukon Territory Canada” filed on www.sedarplus.ca on July 9, 2018, and Fireweed News Release dated May 23, 2018. This Technical Report includes a Preliminary Economic Analysis disclosing an economic analysis of mineral resources that is preliminary in nature and does not include any mineral reserves. It is equally emphasized that the mineral resources disclosed within this Technical Report are not mineral reserves and do not have demonstrated economic viability.

³: For details see Fireweed news release dated June 13, 2023 “Fireweed Metals Announces Mineral Resources for the Mactung Project: the Largest High-Grade Tungsten Deposit in the World” and the technical report entitled “NI 43-101 Technical Report, Mactung Project, Yukon Territory, Canada,” with effective date July 28, 2023 filed on www.sedarplus.ca.

Contact:
Brandon Macdonald
Phone: (604) 646-8361

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

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August 10, 2023
Nevada Ranked Number One Mining Jurisdiction by Fraser Institute and Majuba Hill Copper Outlines Exploration Target Of 660 million Pounds of Copper at Majuba Hill Project, NV

2023-08-09 03:14:04

Vancouver, BC – TheNewswire – August 9, 2023 – Majuba Hill Copper Corp. (CSE: JUBA) (OTC:JUBAF) (FWB:4NP) (“Majuba Hill Copper” or the “Company”) is pleased to update shareholders on a milestone from the Fraser institute with regards to Nevada and the Majuba Hill Porphyry Copper Deposit (“Majuba”) in Pershing County, Nevada.

Nevada has been ranked first as the most attractive jurisdiction for mining investment globally with the highest PPI score of 100, as per the Annual Survey of Mining Companies conducted by the Fraser Institute. This prestigious ranking underscore Nevada’s prominence in the mining sector, surpassing other noteworthy regions like Western Australia, which ranked second, and Saskatchewan, which came in third.

The Fraser Institute’s comprehensive assessment and ranking system was authored by Julio Mejía and Elmira Aliakbari, which evaluates the appeal of various jurisdictions for mining investments, further highlights the growing significance of Nevada in the global mining landscape.

This is significant milestone to both Nevad and for Majuba and its shareholders and stakeholders. The Company recently filed an independent technical report titled “Technical Report for the Majuba Hill Copper Project, Pershing County, Nevada, USA”, outlining an exploration target of 100,000,000 tonnes with a potential to host up to 660,000,000 pounds of Copper at Majuba. The possibility to expand that target remains open in all directions of the project.

“Nevada’s prestigious ranking by the Fraser Institute is a testament to the promising potential and significance of the region for copper mining. The exceptional findings from Majuba Hill’s drill results underscore Nevada’s standing in the mining world. Our recent intercepts are the longest ever for copper mineralization at Majuba, underpinning the robustness and value of this porphyry project. Majuba Hill’s commitment to enhancing copper supplies becomes even more critical considering the forecasted copper deficit from 2026 onward. We are proud of our contributions and excited about the positive trajectory of our endeavors in Nevada, a top-tier mining jurisdiction.” – David Greenway, CEO of Majuba Hill Copper Corp.

About Fraser Institute

The Fraser Institute ranks 14th best think tank worldwide out of more than 11,000 organizations, according to the University of Pennsylvania’s annual Global Go To Think Tank Index.

Notably, the Institute was also named a Centre of Excellence, placing it among an elite group of institutions that are recognized for their sustained commitment to quality and excellence in public policy research.

“Our ranking as one of the best think tanks in the world and, in addition, being acknowledged as a Centre of Excellence is a testament to the dedication and commitment of our diverse team across Canada and the United States,” said Niels Veldhuis, Fraser Institute president.

“What makes our organization unique is our ability to disseminate our research to millions of Canadians each year, and we are therefore particularly proud to rank in the top ten worldwide for our digital communications, including 5th for best use of social media and 7th for best use of the internet.”

Majuba Hill Mineral Expansion Plans

The copper block model has revealed significant northeast-southwest corridors associated with both intermediate (0.05 to 0.5% Cu) and high-grade (>0.5% Cu) copper mineralization.

Copper mineralization remains open in all directions. Recent geologic mapping to the west and southwest of Conceptual Pits 13, 42, and 56 has been very successful in delineating prominent northeast and northwest trending zones.

The Company geologists have determined locations for 15 to 20 core and reverse circulation (“RC”) holes. Planned drill holes are situated to improve the grade of the copper mineralization by tightening up the drill spacing adjacent to the favorable geology. The primary objective of the drilling is to convert the mineralization from an exploration target category into the inferred and indicated resource categories.

Qualified Person

The scientific and technical information contained in this news release has been reviewed by E.L. “Buster” Hunsaker III, CPG 8137, a non-independent consulting geologist who is a “Qualified Person” as such term is defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43- 101”).

About Majuba Hill Copper Corp.

Majuba Hill Copper Corp. is engaged in the identification, review and acquisition of latter stage copper and copper/silver/gold assets. This is in direct response to the growing worldwide demand and lack of supply for precious metals fueled by the Green New Deal in the US and most other developed nations with similar programs aimed at addressing climate change. Such programs are heavily reliant on silver, gold and especially copper to produce Electric Vehicles and other renewable power sources, as well as building infrastructure to provide clean and affordable electricity.

The flagship project is the Majuba Hill copper, silver and gold District located 156 miles outside Reno, Nevada, USA. Management has been mandated to focus on safe, mining friendly jurisdictions where government regulations are supportive of mining operations.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

On Behalf of the Board of Majuba Hill Copper Corp.

“David Greenway”

David C. Greenway

President & CEO

For further information, please contact:

Joel Warawa

VP of Corporate Communications

E: This email address is being protected from spambots. You need JavaScript enabled to view it.

P: 1 (855) 475-0745

Forward-Looking Statements

This news release contains certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Majuba Hill Copper Corp. believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Majuba Hill Copper Corp. management on the date the statements are made. Except as required by law, Majuba Hill Copper Corp. undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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August 9, 2023
Volt Lithium Closes $6.8 Million Private Placement

2023-08-04 06:30:50

Calgary, Alberta, Aug. 04, 2023 (GLOBE NEWSWIRE) — Volt Lithium Corp. (TSXV: VLT) (“Volt” or the “Company“) is pleased to announce that it has successfully raised $6.8 million under its previously announced financing (the “Offering”).

Details of the Offering

The Offering was undertaken on a “best efforts” agency basis led by Canaccord Genuity Corp. and including Paradigm Capital Inc. (collectively, the “Agents”) pursuant to the terms and conditions of an amended and restated agency agreement dated August 4, 2023 (the “Agency Agreement”) entered into between the Company and the Agents. Volt was also advised on the Offering by 3L Capital Inc.

Under the public offering, Volt issued 14,956,590 units (“HD Units“) at a price of $0.22 per HD Unit and 11,262,500 flow-through units (“FT Units“) at a price of $0.24 per FT Unit and, raising gross proceeds of approximately $6 million. Concurrent with the closing of the Offering, certain subscribers purchased a total of 266,666 FT Units at an offering price of $0.24 per FT Unit and 3,287,931 HD Units at an offering price of $0.22 per HD Unit on a private placement basis, raising gross proceeds of approximately $787,345 (the “Concurrent Private Placement”). The HD Units and FT Units issued pursuant to the Concurrent Private Placement are subject to a four month hold period expiring on December 5, 2023. Through both the Offering and Concurrent Private Placement, Volt raised gross proceeds of approximately $6.8 million.

The Company also granted the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part, to purchase up to an additional 4,090,909 HD Units for a period of 30 days from and including the date hereof to cover over-allotments, if any, and for market stabilization purposes. Should the Over-Allotment Option be exercised in full, the aggregate gross proceeds of the Offering would be increased by $900,000.

The public offering was completed pursuant to the prospectus supplement of Volt dated July 27, 2023 (the “Prospectus Supplement”) to the (final) short form base shelf prospectus of Volt dated July 20, 2023.

Pursuant to the Agency Agreement, all of the directors and officers of Volt have entered into lock-up agreements with the Agents for a period of 90 days from the date hereof prohibiting their disposition of securities of the Company, subject to certain customary exceptions.

In connection with the Offering and the Concurrent Private Placement, the Company paid to the Agents and any other syndicate members a cash commission of $346,848, which was equal to 6.0% of the gross proceeds from the Offering, and issued an aggregate of 1,515,946 broker warrants, equal to 6.0% of the number of Units sold pursuant to the Offering, subject to a reduction to 3.0% cash commission and 3.0% broker warrants for up to $2,000,000 of Units sold to purchasers under the president’s list of the Offering and in respect of all Units sold under the Concurrent Private Placement. Each broker warrant is exercisable for one HD Unit at the offering price of the HD Units for a period of 24 months following the date hereof.

Each FT Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”), with the FT Units qualifying as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”, which shall include such amendments or specific proposals publicly announced by or on behalf of the Minister of Finance (including those contemplated in the Federal Budget released by the Minister of Finance on March 28, 2023)), and each HD Unit will consist of one Common Share and one-half of one Warrant (the HD Units will be issued without the benefit of any flow-through tax consequences). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.33 for 24 months following the date hereof.

Use of Proceeds

The net proceeds of the sale of the HD Units will be used to continue to develop its direct lithium extraction technology to improve operating efficiencies following its successful pilot operations; to complete the build-out of its permanent pilot to test Volt’s technologies in real-time; to fund the Company’s preliminary economic assessment on its Rainbow Lake lithium from brine project; for continued exploration of Volt’s mineral properties; and for general corporate purposes. The gross proceeds of the sale of the FT Units will be used to incur Canadian Exploration Expenses that will be “flow-through critical mineral mining expenditures” (as such terms are defined in the Tax Act) on the Company’s mineral properties.

Other Details

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. 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 these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Volt

Volt is a lithium development and technology company aiming to be North America’s first commercial producer of LHM and lithium carbonates from oilfield brine. Our strategy is to generate value for shareholders by leveraging management’s hydrocarbon experience and existing infrastructure to extract lithium deposits from existing wells, thereby reducing capital costs, lowering risks and supporting the world’s clean energy transition. With four differentiating pillars, and a proprietary Direct Lithium Extraction (“DLE”) technology, Volt’s innovative approach to development is focused on allowing the highest lithium recoveries with lowest costs, positioning us well for future commercialization. We are committed to operating efficiently and with transparency across all areas of the business staying sharply focused on creating long-term, sustainable shareholder value. Investors and/or other interested parties may sign up for updates about the Company’s continued progress on its website: https://voltlithium.com/.

Contact Information

For Investor Relations inquiries or further information, please contact:

Alex Wylie, President & CEO
This email address is being protected from spambots. You need JavaScript enabled to view it.
M: +1.403.830.5811

Forward-Looking Statements

This news release includes certain “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “would”, “could”, “schedule” and similar words or expressions, identify forward-looking statements or information. Statements, other than statements of historical fact, may constitute forward looking information and include, without limitation, statements about the qualification of the FT Units as “flow-through shares” under the Tax Act, which is subject to the risks set out in the Prospectus Supplement; the use of proceeds from the Offering and the Concurrent Private Placement; the ability of the Company to incur qualified Canadian Exploration Expenses with the gross proceeds of the sale of the FT Units; the conduct of the Company’s preliminary economic assessment for the Rainbow Lake project; the Company’s continued exploration of its mineral properties; and general business and economic conditions. With respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies and may prove to be incorrect. Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein including those known risk factors outlined in the Company’s amended and restated annual information form and the Shelf. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

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 news release.

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August 4, 2023
Eloro Resources Closes C$6.9 Million Bought Deal Financing

2023-08-03 05:35:01

TORONTO, Aug. 03, 2023 (GLOBE NEWSWIRE) — Eloro Resources Ltd. (the “Company” or “Eloro”) (TSX: ELO; OTCQX: ELRRF; FSE: P2QM) is pleased to announce that it has closed its previously announced bought deal financing, including the exercise in full of the over-allotment option by the Underwriters, of 2,191,280 units of the Company (the “Units”) at a price of C$3.15 per Unit for gross proceeds to the Company of C$6,902,532 (the “Offering”). The Offering was underwritten on a bought deal basis by Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation (collectively, the “Underwriters”), pursuant to an underwriting agreement dated July 31, 2023 between the Company and the Underwriters. Each Unit consists of one common share (each a “Common Share”) in the capital of the Company and one-half (1/2) of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”) of the Company. Each Warrant entitles the holder to acquire one Common Share at a price per Warrant Share of $4.25 for a period of 24 months following the closing date of the Offering.

The securities issued under the Offering were qualified for distribution pursuant to a prospectus supplement dated July 31, 2023 (the “Supplement”) to the Company’s short form base shelf prospectus dated May 11, 2022.

The net proceeds from the Offering will be used for continued exploration and development at the Company’s projects in Bolivia, and for general working capital and corporate purposes, as further set out in the Supplement.

The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Eloro

Eloro is an exploration and mine development company with a portfolio of gold and base-metal properties in Bolivia, Peru and Quebec. Eloro has an option to acquire a 100% interest in the highly prospective Iska Iska Property, which can be classified as a polymetallic epithermal-porphyry complex, a significant mineral deposit type in the Potosi Department, in southern Bolivia. A recent NI 43-101 Technical Report on Iska Iska, which was completed by Micon International Limited, is available on Eloro’s website and under its filings on SEDAR. Iska Iska is a road-accessible, royalty-free property. Eloro also owns an 82% interest in the La Victoria Gold/Silver Project, located in the North-Central Mineral Belt of Peru some 50 km south of Barrick’s Lagunas Norte Gold Mine and Pan American Silver’s La Arena Gold Mine.

For further information please contact either Thomas G. Larsen, Chairman and CEO or Jorge Estepa, Vice-President at (416) 868-9168.

Information in this news release may contain forward-looking information. Statements containing forward-looking information express, as at the date of this news release, the Company’s plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and are believed to be reasonable based on information currently available to the Company. There can be no assurance that forward-looking statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking information.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

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August 3, 2023

Jervois Global Closes US$44.9 Million of Equity Offering

2023-08-02 18:49:09

Mr. Bryce Crocker reports:

August 2, 2023 – TheNewswire – Australia – Jervois Global Limited (“Jervois” or the “Company”) (ASX:JRV) (TSXV:JRV) (OTC:JRVMF) on Friday, 21 July 2023, announced to the Australian Stock Exchange (“ASX”) completion of the retail component of its fully underwritten 1 for 3.34 accelerated non-renounceable entitlement offer (“Retail Entitlement Offer”) which settled on Wednesday, 26 July 2023.

The final Retail Entitlement Offer tranche was part of Jervois issuing new fully paid ordinary shares (the “New Shares”) as announced to the ASX on Wednesday, 28 June 2023. Together with the institutional placement and institutional component of the entitlement offer (“Offer”), a total of 622,700,619 New Shares at A$0.06 per share (the “Offer Price”) were issued, for aggregate gross proceeds of approximately A$37.4 million (US$25 million1).

The net proceeds from the Offer will be used to strengthen Jervois’ balance sheet, improve liquidity and working capital flexibility, with cash also being applied to debt reduction.

Jefferies Australia Pty Ltd and Canaccord Genuity (Australia) Limited acted as joint lead managers and underwriters of the Offer. Total investment banking fees will be 5.4% of total Offer proceeds.

Concurrently with the Retail Entitlement Offer, Jervois also announced to the ASX completion of the issuance of US$19.9 million of unlisted convertible notes (the “Notes”) to Millstreet Credit Fund LP (the “Noteholder”). The Notes entitle the Noteholder to be issued New Shares. Tranche 1 of the offering of Notes was part of Jervois issuing US$25 million Notes to the Noteholder as announced to the ASX on Wednesday, 28 June 2023 (the “Note Offering”).

The second tranche of the Note Offering comprising US$5.1 million of Notes will be issued subject to the approval of the Company’s ordinary shareholders at a general meeting to be held on 28 August 2023 (“Shareholder Approval”). If Shareholder Approval is not received for the tranche 2 Notes, those Notes will not be issued.

Total establishment fees of 4.0% of the total Note Offering proceeds will be paid to the Noteholder.

Jervois insiders have contributed A$1.0 million to the Offer.

Insider participants in the Retail Entitlement Offer include:

Peter Johnston, Non-Executive Chairman (A$0.15 million, 2,469,595 New Shares)

David Issroff, Non-Executive Director (A$0.15 million, 2,409,938 New Shares)

Brian Kennedy, Non-Executive Director (A$0.26 million, 4,335,000 New Shares)

Bryce Crocker, Executive Director (A$0.1 million, 1,614,674 New Shares)

Michael Callahan, Non-Executive Director (A$0.03 million, 498,256 New Shares)

Greg Young, EGM – Commercial (A$0.1 million, 1,658,636 New Shares)

Ken Klassen, General Counsel / EGM – Legal (A$0.22 million, 3,736,921 New Shares)

Other Jervois management contributed A$0.06 million (1,086,542 New Shares).

No New Shares were issued to Canadian registered holders. The Offer and the Note Offering remain subject to the final approval of the TSX-V.

AustralianSuper Pty Limited (“AustralianSuper”) has subscribed for 282,311,676 New Shares (at an aggregate subscription price of approximately A$17.0 million) into Jervois to support the Offer.

Under Canadian securities laws, each of the insiders listed above (aside from other management), AustralianSuper and the Noteholder is a “related party” of the Company within the meaning of that term defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”) as they are either a Director or senior officer of the Company, or they hold greater than 10% of the Company’s outstanding shares, respectively (“Related Party Participation”). The Related Party Participation in the Offer constitutes a “related party transaction” within the meaning of MI 61-101. Pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company’s shareholders in respect of the Related Party Participation due to the fair market value of the Related Party Participation for each insider being below 25% of the Company’s market capitalization for purposes of MI 61-101.

On behalf of Jervois Global Limited

Alwyn Davey, Company Secretary

For further information, please contact:

Investors and analysts:

James May

Chief Financial Officer

Jervois Global

This email address is being protected from spambots. You need JavaScript enabled to view it.

Media:

Nathan Ryan

NWR Communications

This email address is being protected from spambots. You need JavaScript enabled to view it.

Mob: +61 420 582 887

Forward-Looking Statements

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule”, “expected” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to the use of proceeds, TSX-V approval, payment of the investment banking fees and the establishment fee, obtaining Shareholder Approval and certain other factors or information. Such statements represent Jervois’ current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Jervois, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. Jervois does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

¹ Using AUD/USD of 0.67

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August 2, 2023

Fortitude Gold Reports Second Quarter Net Income of $3.6 Million, Maintains 2023 Production Outlook

2023-08-01 13:36:56

COLORADO SPRINGS, CO / ACCESSWIRE / August 1, 2023 / Fortitude Gold Corporation (OTCQB:FTCO) (the “Company”) reported results for the second quarter ended June 30, 2023, including $19.2 million net sales, $3.6 million net income, or $0.15 per share, and a $46.9 million cash balance at quarter end. The Company produced 9,684 ounces of gold during the second quarter and maintains its 2023 production outlook. Fortitude Gold is a gold producer, developer, and explorer with operations in Nevada, U.S.A. offering investors exposure to both gold production and dividend yield.

Q2 2023 FINANCIAL RESULTS AND HIGHLIGHTS

$19.2 million net sales

$3.6 million net income, or $0.15 per share

$46.9 million cash balance on June 30, 2023

9,684 gold ounces produced

3.36 grams per tonne average gold grade mined

$91.9 million working capital at June 30, 2023

$11.2 million mine gross profit

$6.1 million exploration expenditures

$527 total cash cost after by-product credits per gold ounce sold

$680 per ounce total all-in sustaining cost

$3.9 million dividends paid

$0.04 special dividend

Fortitude Gold sold 9,702 gold ounces at a total cash cost of $527 per ounce (after by-product credits) and an all-in-sustaining-cost per ounce of $680. Realized metal prices during the quarter averaged $1,990 per ounce gold*. The Company recorded net income of $3.6 million, or $0.15 per share and reported cash and cash equivalents at quarter end of $46.9 million. The Company produced 9,684 ounces of gold during the quarter, 21,171 ounces of gold year-to-date, and maintains its 2023 Annual Outlook targeting 40,000 gold ounces (a range of 36,000 to 40,000 ounces).

“The second quarter was another solid quarter of production which positions the Company at the high-end of our annual production target,” stated Mr. Jason Reid, CEO and President of Fortitude Gold. “Additional quarter highlights include strong financial performance, low all-in production costs and over $6 million invested in exploration. In addition to our regular instituted monthly cash dividend, we declared our first special cash dividend to shareholders. By doing so we demonstrate our commitment to return as much cash back to shareholders as soon as possible while balancing the needs of the operations, exploration and growth, and paying taxes as a profitable mining company.”

Mr. Reid continued, “Our Plan of Operations for the County Line project was submitted to the Bureau of Land Management during the quarter. We also expect to submit a Plan of Operations for our Golden Mile project in the coming weeks as we push both projects through the production permitting cycle as quickly as possible.”

The following Production Statistics table summarize certain information about our operations for the three and six months ended June 30, 2023 and 2022:

Three months ended June 30, Six months ended June 30,

2023 2022 2023 2022

Ore mined

Ore (tonnes)
112,834 123,810 219,309 377,653

Gold grade (g/t)
3.36 3.46 3.71 2.59

Low-grade stockpile

Ore (tonnes)
– 11,011 61,854 34,501

Gold grade (g/t)
– 0.42 0.47 0.43

Waste (tonnes)
312,614 241,500 530,741 1,494,024

Metal production (before payable metal deductions)⁽¹⁾

Gold (ozs.)
9,684 10,980 21,171 20,855

Silver (ozs.)
13,611 16,027 31,260 32,550

(1) The difference between what we report as “metal production” and “metal sold” is attributable to the difference between the quantities of metals contained in the doré we produce versus the portion of those metals actually paid for according to the terms of our sales contracts. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades and recoveries which impact the amount of metals contained in doré produced and sold.

The following Sales Statistics table summarizes certain information about our operations for three and six months ended June 30, 2023 and 2022:

Three months ended June 30, Six months ended June 30,

2023 2022 2023 2022

Metal sold

Gold (ozs.)
9,702 12,851 21,131 21,148

Silver (ozs.)
13,464 18,780 30,944 32,708

Average metal prices realized ⁽¹⁾

Gold ($per oz.)
1,990 1,876 1,935 1,871

Silver ($per oz.)
24.46 23.04 23.42 23.34

Precious metal gold equivalent ounces sold

Gold Ounces
9,702 12,851 21,131 21,148

Gold Equivalent Ounces from Silver
165 231 375 408

9,867 13,082 21,506 21,556

Total cash cost before by-product credits per gold ounce sold
$ 561 $ 680 $ 546 $ 706

Total cash cost after by-product credits per gold ounce sold
$ 527 $ 646 $ 512 $ 670

Total all-in sustaining cost per gold ounce sold
$ 680 $ 733 $ 625 $ 778

(1) Average metal prices realized vary from the market metal prices due to final settlement adjustments from our provisional invoices when they are settled. Our average metal prices realized will therefore differ from the market average metal prices in most cases.

*Average realized metal prices include final settlement adjustments for previously unsettled provisional sales. Provisional sales may remain unsettled from one quarter into the next. Realized prices will therefore vary from average spot metal market prices upon final settlement.

See Accompanying Tables

The following information summarizes the results of operations for Fortitude Gold Corporation for the three and six months ended June 30, 2023 and 2022, its financial condition at June 30, 2023 and December 31, 2022, and its cash flows for the six months ended June 30, 2023 and 2022. The summary data as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 is unaudited; the summary data as of December 31, 2022 is derived from our audited financial statements contained in our annual report on Form 10-K for the year ended December 31, 2022, but do not include the footnotes and other information that is included in the complete financial statements. Readers are urged to review the Company’s Form 10-K in its entirety, which can be found on the SEC’s website at www.sec.gov.

The calculation of its cash cost before by-product credits per gold ounce sold, total cash cost after by-product credits per gold ounce sold and total all-in sustaining cost per gold ounce sold contained in this press release are non-GAAP financial measures. Please see “Management’s Discussion and Analysis and Results of Operations” contained in the Company’s most recent Form 10-K for a complete discussion and reconciliation of the non-GAAP measures.

FORTITUDE GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except share and per share amounts)

June 30, December 31,

2023 2022

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents
$ 46,913 $ 45,054

Gold and silver rounds/bullion
225 –

Inventories
50,709 47,155

Prepaid taxes
966 710

Prepaid expenses and other current assets
1,261 730

Total current assets
100,074 93,649

Property, plant and mine development, net
28,618 30,581

Operating lease assets, net
2,078 3,826

Deferred tax assets
2,300 1,282

Other non-current assets
341 1,818

Total assets
$ 133,411 $ 131,156

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable
$ 3,619 $ 2,524

Operating lease liabilities, current
2,078 3,826

Mining taxes payable
1,512 1,857

Other current liabilities
947 1,324

Total current liabilities
8,156 9,531

Asset retirement obligations
6,102 5,863

Other non-current liabilities
– 3

Total liabilities
14,258 15,397

Shareholders’ equity:

Preferred stock – $0.01 par value, 20,000,000 shares authorized and nil outstanding at June 30, 2023 and December 31, 2022
– –

Common stock – $0.01 par value, 200,000,000 shares authorized and 24,084,542 shares outstanding at June 30, 2023 and 24,024,542 shares outstanding at December 31, 2022
241 240

Additional paid-in capital
103,893 103,731

Retained earnings
15,019 11,788

Total shareholders’ equity
119,153 115,759

Total liabilities and shareholders’ equity
$ 133,411 $ 131,156

FORTITUDE GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and six months ended June 30, 2023 and 2022
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)

Three months ended Six months ended

June 30, June 30,

2023 2022 2023 2022

Sales, net
$ 19,219 $ 23,993 $ 40,759 $ 39,354

Mine cost of sales:

Production costs
5,020 8,189 10,673 13,970

Depreciation and amortization
2,905 4,155 6,384 6,933

Reclamation and remediation
68 76 140 123

Total mine cost of sales
7,993 12,420 17,197 21,026

Mine gross profit
11,226 11,573 23,562 18,328

Costs and expenses:

General and administrative expenses
1,087 1,094 2,146 2,274

Exploration expenses
6,061 2,426 9,749 4,940

Other (income) expense, net
(434 ) 65 (761 ) 82

Total costs and expenses
6,714 3,585 11,134 7,296

Income before income and mining taxes
4,512 7,988 12,428 11,032

Mining and income tax expense
908 1,423 2,456 1,849

Net income
$ 3,604 $ 6,565 $ 9,972 $ 9,183

Net income per common share:

Basic
$ 0.15 $ 0.27 $ 0.41 $ 0.38

Diluted
$ 0.15 $ 0.27 $ 0.41 $ 0.38

Weighted average shares outstanding:

Basic
24,084,542 24,024,542 24,074,312 24,010,061

Diluted
24,225,953 24,207,185 24,219,270 24,204,660

FORTITUDE GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2023 and 2022
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)

Six months ended

June 30,

2023 2022

Cash flows from operating activities:

Net income
$ 9,972 $ 9,183

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization
6,430 7,011

Stock-based compensation
103 97

Deferred taxes
(1,018 ) (650 )

Reclamation and remediation accretion
140 123

Other operating adjustments
(58 ) (29 )

Changes in operating assets and liabilities:

Accounts receivable
– (1,572 )

Inventories
(2,167 ) (1,068 )

Prepaid expenses and other current assets
(531 ) 1,087

Other non-current assets
– (31 )

Accounts payable and other accrued liabilities
519 176

Income and mining taxes payable
(601 ) 194

Net cash provided by operating activities
12,789 14,521

Cash flows from investing activities:

Capital expenditures
(3,974 ) (8,052 )

Other investing activities
(239 ) –

Net cash used in investing activities
(4,213 ) (8,052 )

Cash flows from financing activities:

Dividends paid
(6,741 ) (5,763 )

Proceeds from exercise of stock options
60 63

Repayment of loans payable
(30 ) (43 )

Repayment of capital leases
(6 ) (13 )

Net cash used in financing activities
(6,717 ) (5,756 )

Net increase in cash and cash equivalents
1,859 713

Cash and cash equivalents at beginning of period
45,054 40,017

Cash and cash equivalents at end of period
$ 46,913 $ 40,730

Supplemental Cash Flow Information

Income and mining taxes paid
$ 4,074 $ 2,339

Non-cash investing and financing activities:

Change in capital expenditures in accounts payable
$ 231 $ 322

Change in estimate for asset retirement costs
$ – $ 517

Right-of-Use assets acquired through operating lease
$ – $ 3,899

About Fortitude Gold Corporation

Fortitude Gold is a U.S. based gold producer targeting projects with low operating costs, high margins, and strong returns on capital. The Company’s strategy is to grow organically, remain debt-free and distribute substantial dividends. The Company’s Nevada Mining Unit consists of five high-grade gold properties located in the Walker Lane Mineral Belt and a sixth high-grade gold property in west central Nevada. The Isabella Pearl gold mine, located on the Isabella Pearl mineralized trend, is currently in production. Nevada, U.S.A. is among the world’s premier mining friendly jurisdictions.

Cautionary Statements

This press release contains forward-looking statements that involve risks and uncertainties. If you are risk-averse you should NOT buy shares in Fortitude Gold Corp. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this press release, the words “plan”, “target”, “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the Company’s strategy, future plans for production, future expenses and costs, future liquidity and capital resources, and estimates of mineralized material are forward-looking statements. All forward-looking statements in this press release are based upon information available to the Company on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. Forward looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The Company’s actual results could differ materially from those discussed in this press release.

Contact:
Greg Patterson
719-717-9825
This email address is being protected from spambots. You need JavaScript enabled to view it.
www.Fortitudegold.com

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August 1, 2023

i-80 Gold Closes C$36.8 Million “Bought Deal” Private Placement, Including Full Exercise of the Underwriters’ Option

2023-08-01 06:33:07

RENO, Nev., Aug. 1, 2023 /CNW/ – i-80 GOLD CORP. (TSX: IAU) (NYSE: IAUX) (“i-80”, or the “Company”) is pleased to announce the closing of its previously announced “bought deal” brokered private placement offering (the “Offering“) of an aggregate of 13,629,800 common shares of the Company (the “Common Shares“) at a price of C$2.70 per Common Share for aggregate gross proceeds to the Company of C$36,800,460, including the exercise in full of the underwriters’ option. The Offering was led by CIBC Capital Markets, as lead underwriter, on behalf of a syndicate of underwriters that included Canaccord Genuity, National Bank Financial Markets, SCP Resource Finance, Stifel GMP, BMO Capital Markets, Cormark Securities, RBC Capital Markets and Scotiabank.

The net proceeds received from the Offering are intended to be used for the exploration, development and ramp-up (including working capital) of the Company’s mineral projects and for general corporate purposes and working capital. Specifically, it is intended that the funds raised will primarily be directed towards the upcoming milestone payment for the Ruby Hill project, drilling expenditures for Ruby Hill, Granite Creek and Cove, permitting expenses and the further development of Granite Creek project.

The following “insiders” of the Company have subscribed for Common Shares under the Offering (the “Insider Participation“):

Insider

Insider Relationship

Common
Shares
Purchased (#)

Subscription
Amount (C$)

Ewan Downie

Director and Senior Officer of i-80

110,000

$297,000.00

Equinox Gold Corp.

10% securityholder of i-80

1,000,000

$2,700,000.00

Matthew Gili

Senior Officer of i-80

12,194

$32,923.80

Matthew Gollat

Senior Officer of i-80

18,518

$49,998.60

Christina McCarthy

Director of i-80

3,704

$10,000.80

Gregory Smith

Director of i-80

18,519

$50,001.30

Ryan Snow

Senior Officer of i-80

21,600

$58,320.00

Totals

$3,198,244.50

Each of the subscriptions by an “insider” is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61‑101“). The Insider Participation is exempt from the formal valuation and minority shareholder requirements under MI 61-101 in reliance upon the exemptions contained in section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the Insider Participation was not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.

All securities issued under the Offering are subject to a hold period expiring four months and one day from the date hereof. The Offering is subject to final acceptance of the Toronto Stock Exchange and the NYSE American.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and, accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

About i-80 Gold Corp.

i-80 Gold Corp. is a Nevada-focused, mining company with a goal of achieving mid-tier gold producer status through the development of multiple deposits within the Company’s advanced-stage property portfolio with processing at i-80’s centralized milling facilities. i-80 Gold’s common shares are listed on the TSX and the NYSE American under the trading symbol IAU:TSX and IAUX:NYSE. Further information about i-80 Gold’s portfolio of assets and long-term growth strategy is available at www.i80gold.com or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

Certain statements in this release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws, including but not limited to, statements regarding the use of proceeds of the Offering and the timing and ability of the Company, if at all, to obtain final approval of the Offering from the Toronto Stock Exchange and the NYSE American. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect the Company’s current expectations regarding future events, performance and results and speak only as of the date of this release.

Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information, including, but not limited to: the failure to obtain the final acceptance of the Offering from the Toronto Stock Exchange and the NYSE American; material adverse changes; unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; social or labour unrest; changes in commodity prices; and the failure of exploration, refurbishment, development or mining programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations.

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August 1, 2023

NextSource Materials Closes Overnight Marketed Offering for Gross Proceeds of C$50 Million

2023-08-01 06:28:57

TORONTO, Aug. 1, 2023 /CNW/ – (TSX:NEXT) (“NextSource” or the “Company“) is pleased to announce that it has closed its previously announced overnight marketed public offering (the “Offering“). Pursuant to the Offering, NextSource issued 30,303,500 common shares of the Company (each a “Share“) at a price of C$1.65 per Share (the “Offering Price“) for gross proceeds of C$50,000,775. The Offering was conducted through a syndicate of underwriters co-led by Cormark Securities Inc. and BMO Capital Markets, and including Clarus Securities Inc. (collectively, the “Underwriters“), pursuant to an underwriting agreement dated July 13, 2023 entered into among the Company and the Underwriters.

In addition, the Company has granted the Underwriters an option (the “Over-Allotment Option“) to purchase up to an additional 15% of the number of Shares issued under the Offering on the same terms exercisable at any time up to 30 days following the date hereof, for market stabilization purposes and to cover over-allotments, if any.

Vision Blue Resources Ltd. (“Vision Blue“) purchased 14,151,500 Shares under the Offering to maintain its pro rata ownership in the Company. The Offering is subject to final approval of the Toronto Stock Exchange.

The net proceeds of the Offering are intended to be used by the Company to advance and complete construction of a battery anode facility in Mauritius and other matters as to be described in the Prospectus (as defined below).

The Shares issued under the Offering were qualified for distribution by way of a final short form prospectus dated July 27, 2023 (the “Prospectus“) filed in each of the provinces of Canada, other than Quebec, and were offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States. A copy of the Prospectus is available under the Company’s profile on www.sedarplus.ca.

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 Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of Shares for sale in the United States. The Shares offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such Shares may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

The participation of Vision Blue in the Offering constitutes a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company has determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of securities issued to Vision Blue nor the consideration paid by Vision Blue 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 closing of the Offering because Vision Blue’s participation had not been confirmed. The shorter period was necessary in order to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature.

Early Warning Disclosure

Prior to the Offering, Vision Blue held an aggregate of 58,428,572 common shares of the Company (“Common Shares“), 150,000 stock options (“Options“), each entitling it to purchase one Common Share, expiring on March 19, 2024 and 15,000 restricted share units (“RSUs“) entitling it to acquire one Common Share, and expiring on June 30, 2024, representing approximately 46.6% of the outstanding Common Shares on a non-diluted basis and approximately 46.8% on a partially diluted basis (in the event that the Vision Blue exercises its outstanding Options and RSUs).

After giving effect to the closing of the Offering, Vision Blue owns and exercises control or direction over 72,580,072 Common Shares, 150,000 Options and 15,000 RSUs, representing approximately 46.6% of the outstanding Common Shares on a non-diluted basis and approximately 46.7% on a partially diluted basis.

Vision Blue is acquiring the Common Shares for investment purposes and intends to review its investment in NextSource on a continuing basis. Vision Blue may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction, over securities of NextSource through market transactions, private agreements, treasury issuances or otherwise. Vision Blue’s registered address is 1 Royal Plaza, Royal Avenue, St Peter Port, GY1 2HL, Guernsey.

For more information, or to obtain a copy of the subject early warning report, please contact:

Aura Financial
This email address is being protected from spambots. You need JavaScript enabled to view it.This email address is being protected from spambots. You need JavaScript enabled to view it.
+44 207 321 0000

About NextSource Materials Inc.

NextSource Materials Inc. is a battery materials development company based in Toronto, Canada that is intent on becoming a vertically integrated global supplier of battery materials through the mining and value-added processing of graphite and other minerals.

The Molo Graphite Mine has begun production and is expected to ramp up to its Phase 1 nameplate capacity of 17,000 tpa of graphite concentrate over a period of up to three months.

The Company has announced plans to build the first of several Battery Anode Facilities (“BAF“) in Mauritius, which will be capable of producing coated, spheronized and purified graphite.

Cautionary and Forward-Looking Statements

This press release contains statements that may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Readers are cautioned not to place undue reliance on forward-looking information or statements. Forward looking statements and information are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “potential”, “possible” and other similar words, or statements that certain events or conditions “may”, “will”, “could”, or “should” occur. Forward-looking statements include any statements regarding, among others, the proposed use of proceeds of the Offering, the final approval of the Toronto Stock Exchange, the construction and potential expansion of the BAFs, expansion plans, as well as the Company’s intent on becoming a fully integrated global supplier of critical battery and technology materials. These statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive there from. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether because of new information, future events or otherwise, except as may be required by applicable securities laws. Although the forward-looking statements contained in this news release are based on what management believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with them.

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August 1, 2023
Patriot Battery Metals Announces C$109 Million Strategic Investment and Memorandum of Understanding with Albemarle Corporation

2023-07-31 16:50:50

VANCOUVER, British Columbia and SYDNEY, Australia, July 31, 2023 (GLOBE NEWSWIRE) — Patriot Battery Metals Inc. (the “Company” or “Patriot”) (TSX.V: PMET | ASX: PMT | OTCQX: PMETF | FSE: R9GA) is pleased to announce that it has entered into a subscription agreement with respect to a private placement of approximately C$109 million (the “Strategic Investment”) in Patriot by Albemarle Corporation (“Albemarle”) (NYSE: ALB).

Albemarle will subscribe for an aggregate of 7,128,341 common shares of the Company (the “Common Shares”) at a price of C$15.29 per Common Share, representing a 7% premium to the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) on July 31, 2023, and a 10% premium to the 10-day volume weighted average trading price of the Common Shares on the TSXV for the period ending July 31, 2023, the last trading day prior to the announcement of the Strategic Investment. Upon closing of the Strategic Investment, Albemarle will own approximately 4.9% of Patriot’s issued and outstanding Common Shares on a fully-diluted in-the-money basis, or 6.4% on a non-diluted, issued and outstanding basis. The proceeds from the Strategic Investment will be used to accelerate the development activities at the Company’s Corvette Lithium Project (the “Property”) and for general corporate purposes.

Blair Way, Company President and CEO, commented: “We could not be more pleased to have welcomed Albemarle to invest in Patriot. I believe both Patriot and Albemarle can be a big part of building out the required front-end to the lithium chemicals supply chain in North America and Europe over the coming years. The additional funding will allow us to more aggressively advance the Corvette Property through drilling, permitting, study work and more.”

Alexander Thompson, VP Lithium Resources at Albemarle, commented: “We look forward to collaborating with Patriot to better understand the Corvette property and the opportunities this project represents for the North American battery materials supply chain.”

Investor Rights

At the closing of the Strategic Investment, Patriot and Albemarle will enter into an investor rights agreement (the “Investor Rights Agreement”) for a twelve-month term whereby, subject to certain conditions, Albemarle will have the right to receive notices regarding participation in future equity capital raises to maintain its ownership level. The Investor Rights Agreement will also include (i) a standstill undertaking pursuant to which, among other things, Albemarle will agree not to increase its stake in the Company to greater than 4.9% on a fully-diluted in-the-money basis, (ii) certain restrictions on dispositions of Company shares by Albemarle, and (iii) a covenant from Albemarle to vote in favour of management’s recommendations on ordinary matters to be approved by shareholders of the Company, in each case subject to certain customary conditions and exceptions.

MOU Terms

At the closing of the Strategic Investment, Patriot will enter into a non-binding memorandum of understanding (the “MOU”) with Albemarle to assess partnership opportunities to study the viability of a downstream lithium hydroxide plant integrated with the Property and located in Canada or the United States, including options in the Province of Quebec. The MOU includes an exclusivity period for an initial nine months which may be extended. Patriot cautions that there is no assurance that the MOU will result in the completion of a study or the formation of a partnership or joint venture with Albemarle. The MOU will be subject to a number of customary conditions.

The Strategic Investment is expected to close on or before August 4, 2023 and is subject to TSXV approval and other customary closing conditions. The Common Shares to be issued under the Strategic Investment will be issued under the Company’s existing ASX Listing Rule 7.1 capacity without shareholder approval. The Common Shares will be subject to a statutory hold period of four months and one day in accordance with applicable securities regulations.

The Investor Rights Agreement will be made available under the Company’s profile at www.sedarplus.ca and www.asx.com.au in due course.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act and applicable state securities laws.

Macquarie Capital is acting as financial advisor to Patriot and will receive an advisory fee equal to 3% of the gross proceeds of the Strategic Investment.

About Patriot Battery Metals Inc.

Patriot Battery Metals Inc. is a hard-rock lithium exploration company focused on advancing its district-scale 100% owned Corvette Property located in the Eeyou Istchee James Bay region of Quebec, Canada, and proximal to regional road and powerline infrastructure. The Corvette Property hosts the CV5 Spodumene Pegmatite with a maiden inferred mineral resource estimate of 109.2 Mt at 1.42% Li2O and 160 ppm Ta2O5 (at a cut-off of 0.40% Li2O), and ranks as the largest lithium pegmatite resource in the Americas, and one of the top 10 largest lithium pegmatite resources in the world. Additionally, the Corvette Property hosts multiple other spodumene pegmatite clusters that remain to be drill tested, as well as more than 20 km of prospective trend that remain to be assessed.

About Albemarle Corporation

Albemarle Corporation (NYSE: ALB) is a global leader in transforming essential resources into critical ingredients for mobility, energy, connectivity, and health. Together with its world-class lithium and bromine resources, technical and process knowledge, and safety and sustainability performance, Albemarle partner with its customers to pioneer new ways to move, power, connect, and protect. Albemarle is committed to building a more resilient world where people and planet thrive. Learn more about Albemarle at www.albemarle.com and at @albemarlecorp on LinkedIn, Twitter, and Facebook.

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 press release.

For further information, please contact us at This email address is being protected from spambots. You need JavaScript enabled to view it. or by calling +1 (604) 279-8709, or visit www.patriotbatterymetals.com. Please also refer to the Company’s continuous disclosure filings, available under its profile at www.sedarplus.ca and www.asx.com.au, for available exploration data.

This news release has been approved by the Board of Directors.

“BLAIR WAY”
Blair Way, President, CEO, & Director

Disclaimer for Forward-Looking Information

This news release contains “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws and other statements that are not historical facts. Forward-looking statements are included to provide information about management’s current expectations and plans that allows investors and others to have a better understanding of the Company’s business plans and financial performance and condition.

All statements, other than statements of historical fact included in this news release, regarding the Company’s strategy, future operations, financial position, prospects, plans and objectives of management are forward-looking statements that involve risks and uncertainties. Forward-looking statements are typically identified by words such as “plan”, “expect”, “estimate”, “intend”, “anticipate”, “believe”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. In particular and without limitation, this news release contains forward-looking statements pertaining to the closing of and the proceeds from, the sale of the Common Shares pursuant to the Strategic Investment, the intended use of the proceeds from the Strategic Investment, the completion of a study for a lithium hydroxide plant and the formation of joint venture or partnership with Albemarle.

Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information or statements. There can be no assurance that such information or statements will prove to be accurate. Key assumptions upon which the Company’s forward-looking information is based include the ability of the Company to satisfy all closing conditions of the Strategic Investment and the total funding required to complete the Company’s Corvette Lithium Project.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Forward-looking statements are also subject to risks and uncertainties facing the Company’s business, any of which could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects. Some of the risks the Company faces and the uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others, the Company’s ability to satisfy all the closing conditions, including obtaining any required consents and documents and the ability to execute on plans relating to the Company’s Corvette Lithium Project, including the timing thereof. In addition, readers are directed to carefully review the detailed risk discussion in the Company’s most recent Annual Information Form filed on SEDAR+, which discussion is incorporated by reference in this news release, for a fuller understanding of the risks and uncertainties that affect the Company’s business and operations.

Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. As such, these risks are not exhaustive; however, they should be considered carefully. If any of these risks or uncertainties materialize, actual results may vary materially from those anticipated in the forward-looking statements found herein. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, readers should not place undue reliance on forward-looking statements.

Forward-looking statements contained herein are presented for the purpose of assisting investors in understanding the Company’s business plans, financial performance and condition and may not be appropriate for other purposes.

The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. The Company qualifies all of its forward-looking statements by these cautionary statements.

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July 31, 2023
Lithium Ionic Announces Closing of $28.75 Million Underwritten Financing

2023-07-31 08:17:05

TORONTO, July 31, 2023 (GLOBE NEWSWIRE) — Lithium Ionic Corp. (“Lithium Ionic” or the “Company”) (TSXV:LTH) reports that it has closed its underwritten private placement financing (previously announced on July 13, 2023), including the exercise in full of the underwriters’ over-allotment option. A total of 13,690,635 common shares (the “Shares”) of the Company were issued at a price of $2.10 per Share (the “Offering Price”) for aggregate gross proceeds of $28,750,334 (the “Offering”).

The Company intends to use the net proceeds from the Offering to continue funding mineral exploration and development activities at its Brazilian properties and for working capital requirements and general corporate purposes.

Blake Hylands, P.Geo., Chief Executive Officer of Lithium Ionic, commented “We are very encouraged by the strong investor demand from this financing and we are pleased to welcome a new group of prominent global institutional funds and large retail investors to our share registry. We look forward to building on the momentum we’ve experienced so far as we quickly advance and grow the Itinga Lithium Project, and our other prospective properties in Brazil’s Lithium Valley.”

The Offering was led by Clarus Securities Inc. and Canaccord Genuity Corp., as co-lead underwriters and joint bookrunners, on behalf of a syndicate of underwriters (collectively, the “Underwriters”) that included Desjardins Securities Inc. In connection with the Offering, the Underwriters received an aggregate cash fee equal to 6% of the gross proceeds from the Offering. In addition, the Company issued to the Underwriters 821,438 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price equal to the Offering Price for a period of 24 months following the closing of the Offering.

The Shares issued will be subject to a four-month and one day hold period under applicable securities laws in Canada. The Offering remains subject to final approval of the TSX Venture Exchange (the “TSXV”).

About Lithium Ionic Corp.

Lithium Ionic is a Canadian mining company exploring and developing its lithium properties in Brazil. Its flagship Itinga and Salinas projects cover 14,182 hectares in the northeastern part of Minas Gerais state, a mining-friendly jurisdiction that is quickly emerging as a world-class hard-rock lithium district. The Itinga Project is situated in the same region as CBL’s Cachoeira lithium mine, which has produced lithium for +30 years, as well as Sigma Lithium Corp.’s Grota do Cirilo project, which hosts the largest hard-rock lithium deposit in the Americas.

Investor and Media Inquiries:

Blake Hylands
Chief Executive Officer
+1 647.316.2500

Cautionary Note Regarding Forward-looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Offering, the use of proceeds of the Offering, TSXV’s final approval of the Offering and the expected exploration program in Brazil. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; risks associated with operation in foreign jurisdictions; foreign operations risks; and other risks inherent in the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 RELEASE.

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July 31, 2023

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As at	September 30, 2023
Debt	$255,700,000
Less: cash and cash equivalents	($118,300,000)
Total net debt	$137,400,000

As at	June 30, 2023
Debt	291.2
Less: cash and cash equivalents	(93.4)
Total net debt	197.8
Adjusted EBITDA (last four quarters)	217.1
Total net debt to adjusted EBITDA ratio	0.9:1

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Ore mined
Ore (tonnes)		112,834		123,810		219,309		377,653
Gold grade (g/t)		3.36		3.46		3.71		2.59
Low-grade stockpile
Ore (tonnes)		–		11,011		61,854		34,501
Gold grade (g/t)		–		0.42		0.47		0.43
Waste (tonnes)		312,614		241,500		530,741		1,494,024
Metal production (before payable metal deductions)⁽¹⁾
Gold (ozs.)		9,684		10,980		21,171		20,855
Silver (ozs.)		13,611		16,027		31,260		32,550

	June 30,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	46,913	$	45,054
Gold and silver rounds/bullion		225		–
Inventories		50,709		47,155
Prepaid taxes		966		710
Prepaid expenses and other current assets		1,261		730
Total current assets		100,074		93,649
Property, plant and mine development, net		28,618		30,581
Operating lease assets, net		2,078		3,826
Deferred tax assets		2,300		1,282
Other non-current assets		341		1,818
Total assets	$	133,411	$	131,156
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,619	$	2,524
Operating lease liabilities, current		2,078		3,826
Mining taxes payable		1,512		1,857
Other current liabilities		947		1,324
Total current liabilities		8,156		9,531
Asset retirement obligations		6,102		5,863
Other non-current liabilities		–		3
Total liabilities		14,258		15,397
Shareholders’ equity:
Preferred stock – $0.01 par value, 20,000,000 shares authorized and nil outstanding at June 30, 2023 and December 31, 2022		–		–
Common stock – $0.01 par value, 200,000,000 shares authorized and 24,084,542 shares outstanding at June 30, 2023 and 24,024,542 shares outstanding at December 31, 2022		241		240
Additional paid-in capital		103,893		103,731
Retained earnings		15,019		11,788
Total shareholders’ equity		119,153		115,759
Total liabilities and shareholders’ equity	$	133,411	$	131,156

	Three months ended					Six months ended
	June 30,					June 30,
	2023			2022		2023			2022
Sales, net	$	19,219		$	23,993	$	40,759		$	39,354
Mine cost of sales:
Production costs		5,020			8,189		10,673			13,970
Depreciation and amortization		2,905			4,155		6,384			6,933
Reclamation and remediation		68			76		140			123
Total mine cost of sales		7,993			12,420		17,197			21,026
Mine gross profit		11,226			11,573		23,562			18,328
Costs and expenses:
General and administrative expenses		1,087			1,094		2,146			2,274
Exploration expenses		6,061			2,426		9,749			4,940
Other (income) expense, net		(434	)		65		(761	)		82
Total costs and expenses		6,714			3,585		11,134			7,296
Income before income and mining taxes		4,512			7,988		12,428			11,032
Mining and income tax expense		908			1,423		2,456			1,849
Net income	$	3,604		$	6,565	$	9,972		$	9,183
Net income per common share:
Basic	$	0.15		$	0.27	$	0.41		$	0.38
Diluted	$	0.15		$	0.27	$	0.41		$	0.38
Weighted average shares outstanding:
Basic		24,084,542			24,024,542		24,074,312			24,010,061
Diluted		24,225,953			24,207,185		24,219,270			24,204,660

Insider	Insider Relationship	Common Shares Purchased (#)	Subscription Amount (C$)
Ewan Downie	Director and Senior Officer of i-80	110,000	$297,000.00
Equinox Gold Corp.	10% securityholder of i-80	1,000,000	$2,700,000.00
Matthew Gili	Senior Officer of i-80	12,194	$32,923.80
Matthew Gollat	Senior Officer of i-80	18,518	$49,998.60
Christina McCarthy	Director of i-80	3,704	$10,000.80
Gregory Smith	Director of i-80	18,519	$50,001.30
Ryan Snow	Senior Officer of i-80	21,600	$58,320.00
	Totals		$3,198,244.50