(TheNewswire)
Kelowna, BritishColumbia – TheNewswire - November 1 1, 2021 - SOUTH ATLANTICGOLD INC. (TSXV:SAO) (“ South Atlantic” or the “ Company” ) announces it intends to complete a non-brokered private ofup to 30,000,000 common shares of the Company at a price of $0.05 pershare for gross proceeds of up to $1,500,000 placement (the“ Offering ”). Proceeds will be used by theCompany for exploration expenditures as well as general workingcapital and administrative purposes.
Douglas Meirelles , CEO stated, “ Weanticipate strong support for the Offering, including by certaindirectors of the Company. The Offering is intended to launch theCompany’s Phase II exploration program, anticipated to build on theearlier success of our Phase I program which, on a modest budget,exceeded expectations by delineating a Maiden Mineral Resource anddelivering a NI 43-101 compliant technical report. We look forward toreporting on further developments in due course.”
To demonstrate continued support of the Company'sgrowth plans, insiders of the Company, including certain directors areexpected to participate in the Offering. Such participation isconsidered a related party transaction within the meaning ofMultilateral Instrument 61-101 – P rotection of MinoritySecurity Holders in Special Transactions (" MI 61-101 "). The relatedparty transaction will be exempt from minority approval, informationcircular and formal valuation requirements 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 gross securities to be issued under thePrivate Placement nor the consideration to be paid by the insiderswill exceed 25% of the Company's market capitalization.
The Company may pay finders' fees of 6% cash and 6%finders warrants (“ FinderWarrant ”) on externally sourced funds. EachFinder Warrant will entitle the holder toacquire one additional common share in the capital of the Company at aprice of $0.055 for 24 months from closing on the same terms as theWarrants
The Offering remains subject to the approval of the TSXVenture Exchange. The securities issued pursuant to the Offering willbe subject to a four-month and one day hold period in accordance withapplicable Canadian securities laws the Exchange Hold Period.
None of the securities sold inconnection with the Offering will be registered under the UnitedStates Securities Act of 1933, as amended, and no such securities maybe offered or sold in the United States absent registration or anapplicable exemption from the registration requirements. This newsrelease shall not constitute an offer to sell or the solicitation ofan offer to buy nor shall there be any sale of the securities in anyjurisdiction in which such offer, solicitation or sale would beunlawful.
ON BEHALF OF THE BOARD
Douglas Meirelles, President and CEO
For more information regarding thisnews release, please contact:
Anne Hite, Vice President, Investor Relations
T: 250-762-5777
Email: ir@southatlanticgold.com
Cautionary NoteRegarding Forward-Looking Information
This news release containsstatements that constitute "forward-lookingInformation", as suchterm is used in applicable Canadian securities laws . Such forward-looking informationinvolves known and unknown risks, uncertainties and other factors thatmay cause the Company’s actual results, performance or achievements,or developments in the industry to differ materially from theanticipated results, performance or achievements expressed or impliedby such forward-looking information. Forward-looking informationincludes statements that are not historical facts and are generally,but not always, identified by the words "expects,""plans," "anticipates," "believes," "intends,""estimates," "projects," "potential" andsimilar expressions, or that events or conditions "will,""would," "may," "could" or"should" occur.
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. There can be no assurance that the Fundamental Acquisition will becompleted as proposed or at all.
Examples of such assumptions, risksand uncertainties include, without limitation, assumptions, risks anduncertainties associated with general economic conditions; theCovid-19 pandemic; adverse industry events; the receipt of requiredregulatory approvals and the timing of such approvals; that theCompany maintains good relationships with the communities in which itoperates or proposes to operate, future legislative and regulatorydevelopments in the mining sector; the Company’s ability to accesssufficient capital from internal and external sources, and/orinability to access sufficient capital on favorable terms; miningindustry and markets in Canada and generally; the ability of theCompany to implement its business strategies; competition; the risk that any of theassumptions prove not to be valid or reliable, which could result indelays, or cessation in planned work, risks associated with theinterpretation of data, the geology, grade and continuity of mineraldeposits, the possibility that results will not be consistent with theCompany’s expectations, as well as other assumptions risks anduncertainties applicable to mineral exploration and developmentactivities and to the Company, including as set forth in theCompany’s public disclosure documents filed on the SEDAR website at www.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 Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release .
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