GFG Resources Inc. (TSX-V: GFG) (OTCQB:
GFGSF) (“GFG” or the “Company”) has closed the
oversubscribed, private placement financing (the
“
Offering”) (see news releases dated August 30,
2022 and October 5, 2022) for gross proceeds of C$2,051,743. As
part of the Offering, GFG is pleased to announce that its strategic
investor, Alamos Gold Inc.
(TSX: AGI; NYSE: AGI)
(“Alamos”), participated in the Offering on a pro-rata
basis.
“The Company is pleased to close the
oversubscribed financing and grateful for the continued support
from our long-standing shareholders and new owners during these
challenging market conditions,” stated Brian Skanderbeg, President
and CEO of GFG. “The support from Alamos, long-term shareholders
and insider participation is a testament to the quality of our
assets, team and confidence in the potential of outlining the next
Timmins gold deposit. The funds from the Offering will be primarily
focused on advancing the Montclerg Gold Project and testing
multiple targets for a new discovery within our district scale
Goldarm Property.”
Pursuant to the Offering, GFG issued (i)
7,200,909 units of the Company (“Units”) at a
price of C$0.11 per Unit for gross proceeds of C$792,100; (ii)
4,627,153 common shares of the Company that will qualify as
"flow-through shares" for the purposes of the Income Tax Act
(Canada) (“FT Shares”) at a price of C$0.13 per FT
Share for gross proceeds of C$601,530; and (iii) 4,183,810 premium
units of the Company (“Premium Units”) at a price
of C$0.1573 per Premium Unit for gross proceeds of C$658,113.
The gross proceeds raised from the sale of the
FT Shares and Premium FT Units will be used for exploration
activities in Ontario that will qualify as “Canadian Exploration
Expenses” (within the meaning of the Income Tax Act (Canada)). The
net proceeds raised from the sale of the Units and upon exercise of
the Warrants comprising, in part, the Units and Premium Units, if
any, will be used for exploration activities on the Company’s
projects in Ontario as well as for general working capital
purposes.
Each Unit consists of one common share of the
Company (which shall not be a “flow-through share”) and one-half of
one share purchase warrant, with each whole share purchase warrant
(a “Warrant”) entitling the holder thereof to
acquire one additional common share of the Company (which shall not
be a “flow-through share”) at an exercise price of C$0.17 for a
period of 24 months from the date of issuance. Each Premium Unit
shall consist of one FT Share and one-half of one Warrant. If
during the exercise period of the Warrants, but after the resale
restrictions on the underlying common shares have expired, the
closing price of the common shares of the Company is at a price
equal to or greater than $0.26 for a period of 10 consecutive
trading days, GFG will have the right to accelerate the expiry date
of the Warrants by giving notice, via a news release, to the
holders of the Warrants that the Warrants will expire on the date
that is 30 days after the issuance of said news release.
Related Party TransactionIn
connection with the Offering, the following officers, and directors
of the Company (collectively the “Insiders”),
Messrs. Brian Skanderbeg (President, CEO and Director), Richard
Johnson (CFO and Corporate Secretary), Patrick Downey (Chair),
Brian Booth (Director), and Arnold Klassen (Director) have
purchased a total of 100,000 Units and 685,692 FT Shares. Insiders’
participation in the Offering constitutes a "related party
transaction" pursuant to Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company is also relying on the
exemption from minority shareholder approval requirements under MI
61-101, as the fair market value of the insiders’ participation in
the Offering does not exceed 25% of the market capitalization of
the Company.
The securities issued in the Offering are
subject to a hold period and may not be traded until February 7,
2023 except as permitted by applicable securities legislation and
the rules and policies of the TSX Venture Exchange.
In connection with the Offering, the Company
paid cash finder's fees on portions of the Offering totaling
C$45,408.
This news release does not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities, in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities laws,
and may not be offered or sold within the United States unless an
exemption from such registration is available.
About GFG Resources Inc. GFG is
a North American precious metals exploration company focused on
district scale gold projects in tier one mining jurisdictions,
Ontario and Wyoming. In Ontario, the Company operates three gold
projects, each large and highly prospective gold properties within
the prolific gold district of Timmins, Ontario, Canada. The
projects have similar geological settings that host most of the
gold deposits found in the Timmins Gold Camp which have produced
over 70 million ounces of gold. The Company also owns 100% of the
Rattlesnake Hills Gold Project, a district scale gold exploration
project located approximately 100 km southwest of Casper, Wyoming,
U.S. In Wyoming, the Company has partnered with Group 11 through an
option and earn-in agreement to advance the Company’s Rattlesnake
Hills Gold Project with a technology that could revolutionize the
gold mining industry.
For further information, please contact:
GFG Resources Inc. Brian Skanderbeg, President
& CEOor Marc Lepage, Vice President, Business Development
Phone: (306) 931-0930 Email: info@gfgresources.comWebsite:
www.gfgresources.com
Stay Connected with UsTwitter:
https://twitter.com/gfgresourcesLinkedIn:
https://www.linkedin.com/company/gfgresources/Facebook:
https://www.facebook.com/GFGResourcesInc/
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
CAUTION REGARDING FORWARD-LOOKING
INFORMATIONAll statements, other than statements of
historical fact, contained in this news release constitute
“forward-looking information” within the meaning of applicable
Canadian securities laws and “forward-looking statements” within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 (referred to herein as “forward-looking
statements”). Forward-looking statements include, but are not
limited to, disclosure regarding the completion of the Offering and
potential gross proceeds to be raised pursuant thereto, the receipt
of all applicable regulatory approvals, the prospective nature of
the Company’s property interests, exploration plans and expected
results, conditions or financial performance that is based on
assumptions about future economic conditions and courses of action;
planned use of proceeds, expenditures and budgets and the execution
thereof. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate” or “believes”, or the negative connotation
thereof or variations of such words and phrases or state that
certain actions, events or results, “may”, “could”, “would”,
“will”, “might” or “will be taken”, “occur” or “be achieved” or the
negative connotation thereof.
All forward-looking statements are based on
various assumptions, including, without limitation, the
expectations and beliefs of management, the receipt of applicable
regulatory approvals. availability of financing, the assumed
long-term price of gold, that the current exploration and other
objectives concerning its mineral projects can be achieved and that
its other corporate activities will proceed as expected; that the
current price and demand for gold will be sustained or will
improve; the continuity of the price of gold and other metals,
economic and political conditions and operations; the prospective
nature of the Company’s properties, availability of financing, and
that general business and economic conditions will not change in a
materially adverse manner.
Forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of GFG to be materially different from those expressed or implied
by such forward-looking statements, including but not limited to:
risks and uncertainties related to the completion of the Offering
as presently proposed or at all, the failure to obtain all
applicable regulatory approvals; actual results of current
exploration activities; environmental risks; future prices of gold;
operating risks; accidents, labour issues and other risks of the
mining industry; delays in obtaining government approvals or
financing; and other risks and uncertainties. These risks and
uncertainties are not, and should not be construed as being,
exhaustive.
Although GFG has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. In addition,
forward-looking statements are provided solely for the purpose of
providing information about management’s current expectations and
plans and allowing investors and others to get a better
understanding of our operating environment. Accordingly, readers
should not place undue reliance on forward-looking statements.
Forward-looking statements in this news release
are made as of the date hereof and GFG assume no obligation to
update any forward-looking statements, except as required by
applicable laws.
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