/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION TO THE
UNITED STATES/
VANCOUVER, BC, June 8, 2021 /CNW/ - Gold Mountain Mining Corp.
("Gold Mountain" or the "Company") (TSXV: GMTN) (OTC:
GMTF) (Frankfurt: 5XFA) is pleased
to announce that it has entered into an agreement with Canaccord
Genuity Corp. on behalf of a syndicate of underwriters
(collectively, the "Underwriters"), pursuant to which the
Underwriters have agreed to purchase on a bought deal basis
3,572,000 hard dollar units (the "HD Units") at a price of
$2.10 per Unit and 1,090,000
flow-through dollar units (the "FT Units") at a price of
$2.31 per Unit, for total gross
proceeds of $10,019,000 (the
"Offering").
Each FT Unit shall consist of one common share of the Company
and one-half of one transferable common share purchase warrant
(each whole common share purchase warrant, a "Warrant"), each of
which will qualify as a "flow-through share" (within the meaning of
subsection 66(15) of the Income Tax Act (Canada). Each HD Unit shall consist of one
common share of the Company and one-half of one Warrant. Each
Warrant will entitle the holder thereof to purchase one common
share of the Company at an exercise price of $3.15 for a period of 2 years following the
closing date of the Offering.
The Underwriters will have an option (the "Underwriters'
Option") to increase the size of the Offering by $1,980,900, in HD Units and FT Units, at the
applicable offering price provided the number of additional FT
Units that may be acquired pursuant to the exercise of the
Underwriters' Option shall not exceed $1,482,100. The Underwriters' Option is
exercisable, in whole or in part, at any time up to the closing
date of the Offering.
Completion of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals, including the approval of the TSX Venture Exchange (the
''TSXV") and applicable securities regulatory authorities. All
securities issued and issuable pursuant to the Offering will be
subject to a hold period of four months and one day after the date
of issuance. In connection with the Offering, the Company may pay
commissions to eligible persons in accordance with the policies of
the TSXV.
Closing is expected on or about June 30,
2021 and is subject to TSXV and other necessary regulatory
approvals.
The proceeds raised from the sale of FT Units will be used to
incur "Canadian exploration expenses" that are "flow-through mining
expenditures" (as such terms are defined in the Tax Act) on the
Company's Elk Gold Project in South Central British Columbia,
Canada. The proceeds raised from the sale of HD Units will be used
to advance the Elk Gold Project, as well as for working capital and
general corporate purposes.
It is anticipated that certain directors, officers and other
insiders of the Company will acquire Units under the Offering. Such
participation will be considered to be "related party transactions"
within the meaning of TSX Venture Exchange Policy 5.9 and
Multilateral Instrument 61-101- Protection of Minority Security
Holders in Special Transactions ("MI 61-101") adopted
in the Policy. The Company intends to rely on the exemptions from
the formal valuation and minority shareholder approval requirements
of MI 61-101 contained in sections 5.5 (a) and 5.7(1)(a) of MI
61-101 in respect of related party participation in the Offering as
neither the fair market value (as determined under MI 61-101) of
the subject matter of, nor the fair market value of the
consideration for, the transaction, insofar as it involves
interested parties, is expected to exceed 25% of the Company's
market capitalization (as determined under MI 61-101).
This news release does not constitute an offer to sell or a
solicitation of an offer to sell of any of the securities in
the United States. 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 or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Gold Mountain Mining
Gold Mountain is a British
Columbia based gold and silver exploration and development
company focused on resource expansion at the Elk Gold Project, a
past-producing mine located 57 KM from Merritt in South Central British Columbia.
Additional information is available at www.sedar.com or on the
Company's new website at www.gold-mountain.ca.
Email: ks@gold-mountain.ca
Website: www.gold-mountain.ca
Neither the 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
This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation.
Forward- looking statements include statements that are based on
assumptions as of the date of this news release and are not purely
historical including any information or statements regarding
beliefs, plans, expectations or intentions regarding the future and
often, but not always, use words or phrases such as "expects" or
"does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "estimates" or "intends", or stating that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable, are subject to known
and unknown risks, uncertainties and other factors which may cause
the actual results and future events to differ materially from
those expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: general business,
economic, competitive, political and social uncertainties; delay or
failure to receive board, shareholder or regulatory approvals; the
price of gold; and the results of current exploration. 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. Accordingly, readers should not
place undue reliance on forward-looking statements. Gold Mountain
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. For a
comprehensive overview of all risks that may impact the Company,
please see the Company's Management Discussion and Analysis for the
year ended January 31, 2021 a copy of
which is available at www.sedar.com.
SOURCE Gold Mountain Mining Corp.
