(TheNewswire)
Vancouver, British Columbia - TheNewswire - July 11, 2023 - South Atlantic Gold Inc. (TSX-V:SAO) (“ South Atlantic ” orthe “ Company ”) is pleased to announce a non-brokered private placementoffering (the “ Offering ”) for gross proceeds of up toC$510,000. The Offering will consist of up to 8.5 million commonshares of the Company (the “ Common Shares ”) at a price of C$0.06 perCommon Share.
The proceeds of the Offering will be used to advancethe Company’s due diligence on its proposed acquisition of theTucano Gold Mine in Brazil, as previously announced on July 5, 2023,and for general corporate purposes.
Insiders of the Company, including certain directorsare expected to participate in the Offering. Accordingly, the Offeringis considered a “related party transaction” within the meaning ofMultilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 “). TheOffering will be exempt from minority shareholder approval, and formalvaluation requirements of MI 61-101 pursuant to the exemptionscontained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neitherthe fair market value of the Common Shares nor the consideration to bepaid for the Common Shares, insofar as it involved related partieswill exceed 25% of the Company’s market capitalization. As thematerial change report relating to the completion of the Offering willbe filed on SEDAR less than 21 days before the completion of theOffering, there is a requirement under MI 61–101 to explain why theshorter period is reasonable or necessary in the circumstances. In theCompany’s view, the shorter period is reasonable and necessary inthe circumstances because the related parties and the Company wishedto complete the Offering in a fashion that resulted in the investedfunds being received directly by the Company in a timely manner suchthat the funds could be accessed immediately by the Company to advanceits ongoing due diligence activities.
The Offering is subject to the receipt of allregulatory approvals including the approval of the TSX VentureExchange. All securities issued under the Offering will be subject toa hold period expiring four months and one day from the datehereof.
The Offering is expected to close on or about July 27,2023, or such other date as determined by the Company.
The Common Shareshave not been, and will not be, registered under the United StatesSecurities Act of 1933, as amended (the “U.S. Securities Act”), orany U.S. state securities laws, and may not be offered or sold in theUnited States, or to or for the account or benefit of a U.S. person ora person in the United States, without registration under the U.S.Securities Act and all applicable U.S. state securities laws, orcompliance with the requirements of applicable exemptions therefrom.This press release shall not constitute an offer to sell or thesolicitation of an offer to buy securities in the Unites States, norshall there be any sale of these securities in any jurisdiction inwhich such offer, solicitation or sale would be unlawful.
About South Atlantic Gold
South Atlantic Gold is an exploration company engagedin acquiring and advancing mineral properties located in the Americas.Our flagship asset is the 100%-owned Pedra Branca project, located 280km southwest of Fortaleza, Ceará State, Brazil. South Atlantic Goldis focused on creating value for its shareholders by engaging in thedevelopment and acquisition of high-quality mineral assets located instable and mining-friendly jurisdictions. South Atlantic Gold is basedin Kelowna, British Columbia, and is listed on the TSX-V under thesymbol “SAO”.
ON BEHALF OF THE BOARD
Douglas Meirelles, President and CEO
For more information regarding thisnews release, please contact:
Douglas Meirelles, President and CEO
T: 250-762-5777
Email: ir@southatlanticgold.com
Cautionary NoteRegarding Forward-Looking Information
This news release containsstatements that constitute “forward-looking Information”, as suchterm is used in applicable Canadian securities laws. Suchforward-looking information involves known and unknown risks,uncertainties and other factors that may cause the Company’s actualresults, performance or achievements, or developments in the industryto differ materially from the anticipated results, performance orachievements expressed or implied by such forward-looking information.Forward-looking information includes statements that are nothistorical facts and are generally, but not always, identified by thewords “expects,” “plans,” “anticipates,” “believes,”“intends,” “estimates,” “projects,” “potential” and similarexpressions, or that events or conditions “will,” “would,”“may,” “could” or “should” occur. Forward-lookinginformation in this news release includes the Company’s expectationsconcerning the completion of the Offering, the timing thereof and theuse of proceeds of the Offering.
Although the Company believes theforward-looking information contained in this news release isreasonable based on information available on the date hereof, by itsnature forward-looking information involves assumptions and known andunknown risks, uncertainties and other factors which may cause ouractual results, level of activity, performance or achievements, orother future events, to be materially different from any futureresults, performance or achievements expressed or implied by suchforward-looking information.
Examples of such assumptions, risksand uncertainties include, without limitation, assumptions, risks anduncertainties associated with general economic conditions; adverseindustry events; the receipt of required regulatory approvals and thetiming of such approvals; that the Company maintains goodrelationships with the communities in which it operates or proposes tooperate, future legislative and regulatory developments in the miningsector; the Company’s ability to access sufficient capital frominternal and external sources, and/or inability to access sufficientcapital on favorable terms; mining industry and markets in Canada andgenerally; the ability of the Company to implement its businessstrategies; competition; the risk that any of the assumptions provenot to be valid or reliable, which could result in delays, orcessation in planned work, risks associated with the interpretation ofdata, the geology, grade and continuity of mineral deposits, thepossibility that results will not be consistent with the Company’sexpectations, as well as other assumptions risks and uncertaintiesapplicable to mineral exploration and development activities and tothe Company, including as set forth in the Company’s publicdisclosure documents filed on the SEDAR website atwww.sedar.com.
THEFORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTSTHE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASEAND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULDNOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULDNOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANYMAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANYPARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLELAWS. Neither the TSX VentureExchange nor its Regulation Services Provider (as that term is definedin the policies of the TSX Venture Exchange) accepts responsibilityfor the adequacy or accuracy of this release.
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