Angus Gold Inc. (TSX-V: GUS)
(“Angus” or the
“
Company”) is pleased to announce that it has
closed its previously announced non-brokered private placement (the
“
Offering”) consisting of the sale of
5,057,000 flow-through common shares of the Company
(“
FT Shares”) at a price of CAD$1.15 per FT Share
for total gross proceeds of CAD$5,815,550.
In connection with the Offering, funds managed
by Delbrook Capital Advisors Inc. (“Delbrook”),
acquired 4,387,000 common shares of the Company (“Common
Shares”) from subscribers to the Offering and now owns a
total of 6,658,200 Common Shares representing 16.2% of the issued
and outstanding Common Shares. New Gold Inc. (“New
Gold”) exercised its participation right to maintain its
pro-rata interest in the Company and purchased 600,000 Common
Shares from subscribers to the Offering and now owns a total of
4,100,000 Common Shares representing 9.9% of the issued and
outstanding Common Shares.
Steve Burleton, Chief Executive Officer of
Angus, states: “We are pleased to have these strategic investments
by Delbrook Capital and New Gold, which validate the exciting
exploration results coming out of our Wawa project. This financing
strengthens the Company’s balance sheet allowing us to fund the
ongoing exploration and drill program at the Golden Sky project.
The project is located adjacent to the numerous producing mines and
development projects of Wesdome Gold, Alamos Gold, and Argonaut
Gold in the Wawa camp, but is highly under-explored and we feel
presents an excellent opportunity for significant new discoveries.
With a strong treasury and multiple highly prospective gold
targets, we are excited to demonstrate the potential of the project
to host multiple gold deposits”.
The gross proceeds of the Offering will be used
to fund the Company’s exploration programs at the Golden Sky
project in Ontario. The Company will use an amount equal to the
gross proceeds received by the Company from the sale of the FT
Shares, pursuant to the provisions in the Income Tax Act (Canada)
(the “Tax Act”), 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"). The Company will
renounce all the Qualifying Expenditures in favour of the
subscribers of the FT Shares effective December 31, 2022.
Certain directors and officers of the Company
(the “Insiders”) subscribed to the Offering for an
aggregate of 70,000 FT Shares and the participation of the Insiders
in the Offering constitutes a "related party transaction" within
the meaning of Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Company is relying on an exemption from the
formal valuation and minority shareholder approval requirements of
MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a), as the
fair market value of the Insiders’ participation is not more than
25% of the Company's market capitalization.
Further to the Company’s announcement on June
24, 2022, the Company announces the issuance of 263,220 Common
Shares at a deemed price of $0.81 per Common Share for a total
deemed value of $213,192 to Medalist Capital Ltd.
(“Medalist”) with respect to a fiscal advisory
agreement pursuant to which Medalist provided general advice and
planning services in connection with the strategic analysis and
equity and debt markets.
The Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals including the approval of the TSX Venture Exchange
(“TSXV”) and the securities regulatory
authorities. All securities issued in connection with the Offering
are subject to a four-month and one-day hold period.
The securities offered in the Offering 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 security 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 requirements of an applicable exemption therefrom.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Angus Gold:Angus Gold
Inc. is a Canadian mineral exploration company focused on the
acquisition, exploration, and development of highly prospective
gold properties. The Company’s flagship project is the Golden Sky
Project in Wawa, Ontario and is immediately adjacent to the Eagle
River Mine of Wesdome Gold Mines Ltd.
Directors and insiders currently approximately
own 41.4%, Delbrook Capital Advisors Inc. 16.2% and New Gold Inc.
(TSX: NGD) 9.9%, each based on the current issued and outstanding
common shares of the Company on a non-diluted basis
On behalf of Angus Gold Inc.,
Steve BurletonChief Executive Officer and
Director
INQUIRIES:Email: info@angusgold.comPhone:
647-259-1790Company Website: www.angusgold.com
TSXV: GUS | USOTC: ANGVF
Forward-Looking Statements
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 includes certain
"forward-looking statements" which are not comprised of historical
facts. Forward-looking statements include estimates and statements
that describe the Company’s future plans, objectives or goals,
including words to the effect that the Company or management
expects a stated condition or result to occur. Forward-looking
statements may be identified by such terms as “believes”,
“anticipates”, “expects”, “estimates”, “may”, “could”, “would”,
“will”, or “plan”. Since forward-looking statements are based on
assumptions and address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Although
these statements are based on information currently available to
the Company, the Company provides no assurance that actual results
will meet management’s expectations. Risks, uncertainties and other
factors involved with forward-looking information could cause
actual events, results, performance, prospects and opportunities to
differ materially from those expressed or implied by such
forward-looking information. Forward-looking information in this
news release includes, but is not limited to, the completion of the
Financing on the disclosed terms or at all, the Company’s
objectives, goals or future plans, statements, exploration results,
potential mineralization, the estimation of mineral resources,
exploration and mine development plans, timing of the commencement
of operations and estimates of market conditions. Factors that
could cause actual results to differ materially from such
forward-looking information include, but are not limited to: the
ability to anticipate and counteract the effects of COVID-19
pandemic on the business of the Company, including without
limitation the effects of COVID-19 on the capital markets,
commodity prices supply chain disruptions, restrictions on labour
and workplace attendance and local and international travel,
failure to receive requisite approvals in respect of the
transactions contemplated by the Agreement, failure to identify
mineral resources, failure to convert estimated mineral resources
to reserves, the inability to complete a feasibility study which
recommends a production decision, the preliminary nature of
metallurgical test results, delays in obtaining or failures to
obtain required governmental, environmental or other project
approvals, political risks, inability to fulfill the duty to
accommodate First Nations and other indigenous peoples,
uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital and operating costs varying
significantly from estimates and the other risks involved in the
mineral exploration and development industry, and those risks set
out in the Company’s public documents filed on SEDAR. Although the
Company believes that the assumptions and factors used in preparing
the forward-looking information in this news release are
reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
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