(TheNewswire)
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Vancouver, British Columbia – TheNewswire – Jan 12, 2024-- Gold Basin Resources Corporation (the "Company" or "Gold Basin") – ( TSXV : GXX) (OTC:GXXFF ) today announced a non-brokered private placement (the " Financing ") of up to 15,000,000units at a price of $0.10 per unit for gross proceeds of up to$1,500,000 CAD. Each unit will be comprised of one common share andone-half of one common share purchase warrant. Each whole warrant willbe exercisable at a price of $0.15 for a period of 12 months from thedate of issuance. The Company anticipates closing the Financing inFebruary 2024.
The proceeds of the Financing are intended to fund future and ongoingexploration campaigns at Gold Basin's mineral project, includingdrilling, soil sampling, and geophysics, and general working capital.The Company may pay finder's fees to eligible finders equal to 6% cashand 6% broker warrants, each broker warrant exercisable at $0.15 for aperiod of 12 months, on certain portions of the Financing inaccordance with the policies of the TSX Venture Exchange(the " TSXV "). Allsecurities issued in connection with the Financing will be subject toa hold period of four-months and one day in Canada. The Financing issubject to TSXV approval.
The securities referred to in this news release have not been and willnot be registered under the United States Securities Act of 1933, asamended (the "U.S. Securities Act") or any state securitieslaws and may not be offered or sold within the United States or to, orfor the account or benefit of, U.S. persons absent registration underthe U.S. Securities Act and applicable state securities laws, unlessan exemption from such registration is available. This news releasedoes not constitute an offer for sale of securities for sale, nor asolicitation for offers to buy any securities. Any public offeringof securities in the United States must be made by means of aprospectus containing detailed information about the company andmanagement, as well as financial statements. “United States” and“U.S. person” have the respective meanings assigned in RegulationS under the U.S Securities Act.
2024 Shareholder Meeting
The Company announces that it has scheduled its 2024annual general and special meeting of shareholders (the" AGSM ") for March 15, 2024. Further details of the AGSMwill be set out in the notice of meeting and management informationcircular for the AGSM. At the AGSM, shareholders will be asked to,amongst other customary annual matters, ratify and approve an advancenotice policy (the " Advance Notice Policy ") adopted by theboard of directors.
The purpose of the Advance Notice Policy is to provideshareholders, directors, and management of the Company with guidanceon the nomination of directors. The Advance Notice Policy includes,among other things, a provision that requires advance notice to begiven by shareholders to the Company (the " Notice ") incircumstances where nominations of persons for election to the boardof directors (the " Board ") are made by shareholders of theCompany other than pursuant to: (i) a requisition of a meeting made inaccordance with the provisions of the British Columbia Business Corporations Act (the " Act "); or (ii) a shareholder proposalmade in accordance with the provisions of the Act.
The Advance Notice Policy sets forth the informationthat a shareholder must include in the Notice and establishes aprescribed form of Notice. In addition, the Advance Notice Policy setsthe deadline by which shareholders of the Company must submit theNotice to the Company.
In the case of an annual general meeting ofshareholders (a " Meeting "), the Notice must be deliveredto the Company not less than 30 days and not more than 65 days priorto the date of the Meeting. However, in the event that the Meeting isto be held on a date that is less than 50 days after the date on whichthe first public announcement of the date of the Meeting was made, theNotice may be delivered not later than the close of business on the10th day following such public announcement.
In the case of a special meeting of shareholders (a" SpecialMeeting ") called for the purpose ofelecting directors (which is not also an annual general meeting) theNotice must be delivered to the Company not later than the close ofbusiness on the 15th day following the day on which the first publicannouncement of the date of the Special Meeting was made.
The Advance Notice Policy is in full force and effectas of the date it was approved by the Board. If the Advance NoticePolicy is not approved at the AGSM by an ordinary resolution ofshareholders, the Advance Notice Policy will terminate and be of nofurther force and effect following the termination of the AGSM.
ABOUT GOLD BASIN RESOURCES CORPORATION
Gold Basin Resources Corporation is advancing the 42 km 2 Gold Basin Project, located inthe tier one mining jurisdiction of Mohave County, Arizona. Gold Basinis accessible year-round via a 1.5-hour-drive on I-93 Highwaysouthwest of Las Vegas, and high-power electrical lines from theHoover Dam crosscut the southern Project area. The immediate focus ofGold Basin’s highly experienced technical team is to expand anddelineate multiple at-surface oxide gold deposits and prove theproject’s district-scale potential. For further information, pleasevisit the Company’s web site at: www.goldbasincorp.com .
Gold Basin is a member of Discovery Group, an alliance of publiccompanies focused on the advancement of mineral exploration and miningprojects. For more information please visit: www.discoverygroup.ca .
On Behalf of the Board of Directors
Colin Smith
Chief Executive Officer
For further information, pleasecontact:
Michael Rapsch
VP, Corporate Development
Phone: 1-604-331-5093
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this news release.
FORWARD-LOOKING STATEMENTS:
This news release contains forward-looking statements andforward-looking information (collectively, "forward-lookingstatements") within the meaning of applicable Canadian and U.S.securities legislation. All statements, other than statements ofhistorical fact, included herein including, without limitation,statements regarding the completion of the Financing, payment offinder's fees, the use of proceeds from the Financing, the holding ofthe AGSM and the anticipated business plans and timing of futureactivities of the Company, are forward-looking statements. Althoughthe Company believes that such statements are reasonable, it can giveno assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words suchas: "believes", "expects","anticipates", "intends", "estimates","plans", "may", "should","would", "will", "potential","scheduled" or variations of such words and phrases andsimilar expressions, which, by their nature, refer to future events orresults that may, could, would, might or will occur or be taken orachieved. Forward-looking statements involve known and unknownrisks, uncertainties and other factors which may cause the actualresults, performance or achievements of the Company to differmaterially from any future results, performance or achievementsexpressed or implied by the forward-looking information. Such risksand other factors include, among others, statements as to the closingof the Financing, anticipated business plans, direction and timing offuture activities of the Company, the ability of the Company to obtainsufficient financing to fund its business activities and plans, delaysin obtaining governmental and regulatory approvals (including of theTSXV), permits or financing, changes in laws, regulations and policiesaffecting mining operations, currency fluctuations, title disputes orclaims, environmental issues and liabilities, risks relating toepidemics or pandemics such as COVID–19, including the impact ofCOVID–19 on the Company's business, financial condition and resultsof operations, changes in laws, regulations and policies affectingmining operations, title disputes, the inability of the Company toobtain any necessary permits, consents, approvals or authorizations,the timing and possible outcome of any pending litigation,environmental issues and liabilities, and risks related to jointventure operations, and other risks and uncertainties disclosed in theCompany's continuous disclosure documents. All of the Company'sCanadian public disclosure filings may be accessed on SEDAR+ atwww.sedarplus.ca and readers are urged to review these materials.
Readers are cautioned not to place undue reliance on forward-lookingstatements. The Company does not undertake any obligation to updateany of the forward-looking statements in this news release orincorporated by reference herein, except as otherwise required by law.
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