Stone Gold Inc. Completes $500,000 Non-Brokered Private Placement
December 30 2020 - 4:32PM
Stone Gold Inc. (
TSX-V: STG) ("
Stone
Gold" or the "
Company") is pleased to
announce that it has completed a non-brokered private placement,
previously announced on December 16, 2020, for aggregate gross
proceeds of $500,000 (the “
Offering”). The
Offering consisted of the sale of 2,500,000 flow through units (the
“
FT Units”) at a price of $0.20 per FT Unit.
Each FT Unit consists of one (1) common share of
the Company issued on a flow-through basis within the meaning of
the Income Tax Act (Canada) (a “FT Share”), and
one-half of one (0.5) common share purchase warrant (each whole
warrant, a “Warrant”), with each Warrant entitling
the holder thereof to acquire one additional common share of the
Company at a price of $0.30 for a period of twenty-four (24) months
following the closing of the Offering.
The proceeds from the issuance of the FT Units
will be used for “Canadian exploration expenses” and will qualify
as "flow-through mining expenditures" (the "Qualifying
Expenditures"), as defined in subsection 127(9) of the
Income Tax Act (Canada). The Company intends to renounce the
Qualifying Expenditures to subscribers of FT Units for the fiscal
year ended December 31, 2020.
In connection with the Offering, eligible
finders were paid $23,674 in cash compensation for their assistance
with the Offering.
The Offering is subject to receipt of all
necessary regulatory approvals, including approval of the TSX
Venture Exchange. The securities issued pursuant to the Offering
will be subject to a statutory hold period of four months and one
day in accordance with applicable securities laws.
Related Party Transaction
In connection with the Offering, Brian Howlett,
a Director of the Company, acquired 59,000 FT Units. Mr. Howlett’s
participation in the Offering constitutes a "related party
transaction" under the Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101"). The Company relies on the exemption from the
formal valuation requirements of MI 61-101 available on the basis
of the securities of the Company not being listed on specified
markets, including the Toronto Stock Exchange, the New York Stock
Exchange, the American Stock Exchange, the NASDAQ or certain
overseas stock exchanges. The Company also relies on the exemption
from minority shareholder approval requirements under MI 61-101 on
the basis that the fair market value of the anticipated
participation in the Offering by Mr. Howlett does not exceed 25% of
the market capitalization of the Company.
For further information, please contact:Mr. John
TimmonsPresident & CEOStone Gold Inc.Cellular (416) 931
2243Email: jtimmons@stonegold.caWeb: www.stonegold.ca
Stone Gold Inc. is engaged in the acquisition,
exploration and evaluation of properties for the mining of precious
and base metals.
Caution Regarding Forward-Looking
InformationThis news release contains forward-looking
information that involves substantial known and unknown risks and
uncertainties, most of which are beyond the control of Stone Gold.
Forward-looking statements include estimates and statements that
describe Stone Gold's future plans, objectives or goals, including
words to the effect that Stone Gold or its 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 Stone Gold, Stone
Gold 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, Stone Gold's objectives, goals or
future plans, statements, details of the exploration results,
potential mineralization, Stone Gold's portfolio, treasury,
management team and enhanced capital markets profile, the timing of
the Offering, 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, failure or inability
to complete the Offering, regulatory approval processes, failure to
identify mineral resources, delays in obtaining or failures to
obtain required governmental, regulatory, 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 Stone Gold's public documents filed on SEDAR. Although Stone
Gold 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. Stone 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, other than as required by law.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this news
release.
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