(TheNewswire)
Vancouver, British Columbia - TheNewswire - July 31, 2023 - SouthAtlantic Gold Inc. (TSX-V:SAO) (“ South Atlantic ” orthe “ Company ”) is pleased to announce that it has completed thepreviously announced non-brokered private placement offering (the“ Offering ”) for gross proceeds of $512,040 to the Company. TheOffering consisted of 8,533,999 common shares of the Company (the“ Common Shares ”) at a price of $0.06 per Common Share.
The proceeds of the Offering will be used to continueto advance the Company’s due diligence on the proposed acquisitionof the Tucano Gold Mine in Brazil (the “ Proposed Acquisition ”), as previously announced on July 5, 2023, businessdevelopment and for general corporate purposes.
Insiders of the Company, including certain directorsparticipated in the Offering for an aggregate amount of $19,000 CommonShares. Such participation is considered a related party transactionwithin the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (" MI 61-101 "). Therelated party transaction will be exempt from minority approval,information circular and formal valuation requirements pursuant to theexemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, asneither the fair market value of the gross securities to be issuedunder the Offering nor the consideration to be paid by the insiderswill exceed 25% of the Company's market capitalization.
No finders’ fees were paid in connection with theOffering.
All securities issued under the Offering will besubject to a hold period expiring on December 1, 2023
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.
Advisor
Haywood Securities Inc. (the “ Advisor ”) is actingas exclusive financial advisor in connection with the ProposedAcquisition. As consideration of certain services provided by theAdvisor as of the date hereof, the Company has agreed to pay theAdvisor a corporate finance fee of $96,000. The Company and theAdvisor have agreed subject to TSX Venture Exchange approval tosatisfy the corporate finance fee through the issuance of 1,600,000Common Shares at $0.06 per Common Share (being the issue price of theOffering). The Common Shares issued to the Advisor will be subject toa hold period expiring four months and one day from the datehereof.
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 expectationsof the use 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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