(TheNewswire)
Kelowna, BritishColumbia – TheNewswire - December 17, 2021 - SOUTH ATLANTIC GOLD INC.(TSXV:SAO) (“ South Atlantic” or the “ Company” ) has completed the previously announced financing( see new releases of November11, 2021 and November 26, 2021) wherein theCompany has issued today 35,000,000 commonshares (the “ Shares ”) at a price of $0.05 for grossproceeds of $1,750,000 (the “ Offering ”).
Phoenix Gold Fund Limited (“ Phoenix ”) of Kuala Lumpur, Malaysia, acquired 10,000,000 Shares for consideration of $500,000. Subsequent to the closing of the Offering Phoenix beneficially ownsor controls 10,000,000 common shares of the Company representing 10.6%of the issued and outstanding common shares of the Company on a non-diluted basis . Prior to the Offering, Phoenix didnot beneficially own or control any securities of the Company.
Phoenix acquired the securities for investmentpurposes. Phoenix may, in the future, participate in financings and/oracquire or dispose of securities of the Issuer in the market,privately or otherwise, subject to a number of factors, includinggeneral market conditions and other available investment and businessopportunities.
A copy of Phoenix’s early-warning report will befiled under South Atlantic’s profile on SEDAR and may also beobtained by contacting Phoenix’s office at admin@aimskl.com.
Certain Insiders of the Company participated in theOffering for an aggregate amount of 220,000 Common Shares. Such participation is considered a relatedparty transaction within the meaning of Multilateral Instrument 61-101– P rotectionof Minority Security Holders in SpecialTransactions (" MI 61-101 "). The related party transaction will be exempt fromminority approval, information circular and formal valuationrequirements pursuant to the exemptions contained in Sections 5.5(a)and 5.7(1)(a) of MI 61-101, as neither the fair market value of thegross securities to be issued under the Private Placement nor theconsideration to be paid by the insiders will exceed 25% of theCompany's market capitalization.
In connection with the Offering the Company has paidaggregate finders' fees of $94,140 in cash and issued 1,882,800 finders warrants(“ Finder Warrant ”). Each Finder Warrant entitles theholder to acquire one additional Common Share at a price of $0.06 pershare until December 17, 2023.
Proceeds raised from the Offering will be used tofurther the Company’s Pedra Branca Project in Brazil and generalworking.
All securities issued pursuant to the Offering will besubject to a statutory four month and one day hold period underapplicable securities laws expiring on April 18, 2022.
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" and similar expressions, or that events orconditions "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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