Signature Resources Ltd. (TSXV: SGU, OTCQB: SGGTF, FSE 3S3)
("Signature" or the "Company") is pleased to announce the
appointment of Paolo Lostritto as the Chairman of the Board.
Paolo Lostritto has an extensive background in
mining capital markets and working with companies across the globe
since 1997. Paolo has helped assess different companies/projects
and helped finance them as they advanced through exploration,
development, and production. Some of the companies where Paolo was
involved early include: Kirkland Lake Gold, Novagold and Lake Shore
Gold in 2004, Romarco Minerals in 2006, Victoria Gold and Volta
Resources in 2009. Mr. Lostritto is currently serving on the Board
of Blue Thunder Mining Corporation, which is focused on gold
exploration in Quebec near the recently discovered Nelligan
deposit. Paolo is a cofounder and board member of Interstellar
Mining Inc which is focused on leveraging a leading Canadian space
mining robotics group (Deltion Innovations Ltd.) along with Watts,
Griffis, and McOuat Ltd.’s space mining group to develop and
produce energy commercially for the rapidly growing space industry.
Over his career, Mr. Lostritto was a Director of the Mining Equity
Research at National Bank Financial and worked in equity research
at Wellington West, Scotia Capital and TD Securities. He served as
an Independent Director at Savary Gold Corp. which was sold to
SEMAFO in 2019. Mr. Lostritto holds a Bachelor of Applied Science
in Geological and Mineral Engineering in Rock Mechanics from the
University of Toronto and he is a registered Professional Engineer
in the Province of Ontario.
“I have been following Signature Resources’
exploration work at Lingman Lake over the past four years with
great interest. I believe the company has an asset base that is
under appreciated by the market and now that the Provincial
Government is building better road and power access to the region,
the story is ready to be told. There is ample evidence of
exceptional gold grades, mineralized thickness and tremendous
exploration potential that warrant follow up work. The potential
over the 23 km belt is very compelling and reminds me of several
successful gold belts in the Canadian Shield that have attracted
interest from major mining companies. I look forward to working
with the team to generate shareholder returns as a function of
advancing the project in the near-future.”
Paolo Lostritto, P.Eng – Chairman of the Board
“We have known Paolo for a number a number of
years now, and have always appreciated his strategic guidance. We
are honoured to have such an experienced finance professional join
our team as Chairman of our board of directors and gaining access
to his networks will help us progress our Lingman Lake property to
the next level.”
Walter Hanych - President & CEO
Equity
Financing:The Company is also announcing a
non-brokered private placement of flow-through units (the “FT
Units”) and non-flow-through units (the “NFT Units”) for gross
proceeds of up to $1,000,000 (the “Offering”).
Each FT Unit is being offered at a price of
C$0.06 and will be comprised of one common share of the Company and
one half non flow-through common share purchase warrant (a
“Warrant”). Concurrently, NFT Units will be offered at a price of
$0.05 per NFT Unit consisting of one common share and one common
share purchase warrant. One common share purchase warrant from the
FT Units or the NFT Units will entitle the holder to purchase one
non flow-through common share of the Company at a price of $0.10
for a period expiring 12-months following the closing date of the
Offering.
The net proceeds from the Offering will be used
for general corporate purposes but primarily used for exploration
work at the Company’s Lingman Lake Gold Project. Concurrent with
the financing, the Company plans on settling a number of
outstanding accounts payable so as to focus funding efforts on
drilling and advancing the project.
Stock OptionsThe Company has
also granted 3,000,000 incentive stock options to Mr. Lostritto as
a result of his appointment. The options shall have an exercise
price of $0.065, expire five years from the date of issuance, and
shall vest 25% immediately, and 12.5% ever six months thereafter
through to the third anniversary.
Share for DebtThe Company is
also pleased to announce that it has entered into debt settlement
agreements with certain creditors of the Company, including certain
directors and officers. Pursuant to these agreements, the Company
has agreed to issue 5,839,093 common shares at a deemed price of
$0.05 per common share to settle $291,955 of outstanding debt
(collectively, the “Shares for Debt Transactions”). Upon completion
of the Shares for Debt Transactions, it has also been agreed that
an additional $79,100 of debt shall be forgiven.
The completion of the Shares for Debt
Transactions is subject to a number of conditions, including the
approval of the TSX Venture Exchange. All securities issued
pursuant to the Shares for Debt Transactions will be subject to a
hold period of four months and one day from the date of issuance,
in accordance with applicable securities legislation.
The Shares for Debt Transactions involving
directors of the Company will, in each case, constitute a “related
party transaction” under Multilateral Instrument 61-101
- Protection of Minority Securityholders in Special
Transactions (“MI 61-101”). The Company
intends to rely on the exemptions from the valuation and the
minority approval requirements of MI 61-101 provided for in
subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the
fair market value of the subject of, and the consideration paid in
the Shares for Debt Transactions, in each case, in relation to the
interested parties, will not represent more than 25% of the
Company’s market capitalization, as determined in accordance with
MI 61-101. The participation by directors in the Shares for Debt
Transactions has been approved by directors of the Company who are
independent in connection with such transactions. A material change
report will be filed less than 21 days before the closing date of
the transactions contemplated by this news release. The Company
believes this shorter period is reasonable and necessary in the
circumstances as the Company wishes to improve its financial
position by reducing its accrued liabilities as soon as
possible.
Potential Share ConsolidationIn
an effort to rebalance the corporate capital structure, the board
of directors are planning to explore a potential share
consolidation at the next Annual General Meeting.
About Signature The Lingman
Lake gold property consists of 622 staked claims, four free hold
full patented claims and 14 mineral rights patented claims totaling
approximately 12,148 hectares. The property hosts an historical
estimate of 234,684 oz of gold* (1,063,904 tonnes grading 6.86 g/t
with 2.73 gpt cut-off) and includes what has historically been
referred to as the Lingman Lake Gold Mine, an underground
substructure consisting of a 126.5-meter shaft, and 3-levels at
46-meters, 84-meters and 122-meters depths.
*This historical resource estimate is based on
prior data and reports obtained and prepared by previous operators,
and information provided by governmental authorities. A Qualified
Person has not done sufficient work to verify the classification of
the mineral resource estimates in accordance with current CIM
categories. The Company is not treating the historical estimate as
a current NI 43-101 mineral resource estimate. Establishing a
current mineral resource estimate on the Lingman Lake deposit will
require further evaluation, which the Company and its consultants
intend to complete in due course. Additional information regarding
historical resource estimates is available in the technical report
entitled, "Technical Report on the Lingman Lake Gold Property"
dated January 31, 2020, prepared by John M. Siriunas, P.Eng. and
Walter Hanych, P.Geo., available on the Company's SEDAR profile at
www.sedar.com To find out more about Signature Resources Limited,
visit our website at www.signatureresources.ca , or contact:
Jonathan HeldChief Financial Officer
416-270-9566
Cautionary Notes
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 news release.
This news release contains forward-looking
statements which are not statements of historical fact.
Forward-looking statements include estimates and statements that
describe the Company’s future plans, objectives or goals, including
words to the effect that the Company or management expects a stated
condition or result to occur. Forward-looking statements may be
identified by such terms as “believes”, “anticipates”, “expects”,
“estimates”, “may”, “could”, “would”, “will”, or “plan”. Since
forward-looking statements are based on assumptions and address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Although these statements are
based on information currently available to the Company, the
Company provides no assurance that actual results will meet
management’s expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Forward looking information in this news release
includes, but is not limited to, use of any private placement
proceeds raised, success of funding including closing of any
proposed private placements and proceeds therefrom, acceptance of
regulatory filings by the TSX-V, the Company’s objectives, goals or
future plans, statements, exploration results, potential
mineralization, the estimation of mineral resources, exploration
and mine development plans, timing of the commencement of
operations and estimates of market conditions. Factors that could
cause actual results to differ materially from such forward-looking
information include, but are not limited to changes in general
economic and financial market conditions, failure to identify
mineral resources, failure to convert estimated mineral resources
to reserves, the inability to complete a feasibility study which
recommends a production decision, the preliminary nature of
metallurgical test results, delays in obtaining or failures to
obtain required governmental, environmental or other project
approvals, political risks, inability to fulfill the duty to
accommodate First Nations and other indigenous peoples,
uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital and operating costs varying
significantly from estimates and the other risks involved in the
mineral exploration and development industry, and those risks set
out in the Company’s public documents filed on SEDAR. Although the
Company believes that the assumptions and factors used in preparing
the forward-looking information in this news release are
reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
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