The gross proceeds received under the First Tranche combined with those to be received pursuant to subscription commitments secured by the Company will result in aggregate gross proceeds of
This Offering is being completed in connection with the previously announced acquisition (the 'Transaction') of the
Subscription Receipts
The Subscription Receipts were issued pursuant to the terms of a subscription receipt agreement (the 'Subscription Receipt Agreement') entered into between
The gross proceeds from the sale of the Subscription Receipts, less any finders' fees and expenses payable on closing of the First Tranche, are being held in escrow pending satisfaction or waiver of certain conditions, including all conditions to the closing of the Transaction (the 'Escrow Release Conditions'). Upon satisfaction or waiver (as applicable) of the Escrow Release Conditions on or prior to
Each Unit consists of one common share of the
Other Information Regarding the Offering
The Company intends to use the net proceeds of the Offering to fund drilling and exploration programs at La Parrilla, holding costs, technical work for restart, transaction costs and for working capital and general corporate purposes.
The Subscription Receipts were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities issued and issuable pursuant to the Offering will be subject to a four month and one-day hold period from the date of closing.
In connection with the First Tranche, the Corporation, agreed to pay certain eligible arm's length parties (each a 'Finder'): (1) up to 7% cash fees and (2) issue upon satisfaction of the Escrow Release Conditions, up to 7% finder's warrants entitling the holder to acquire one Common Share at a price of
The securities offered have not been registered under the
About
Contact:
Tel: 416-504-2024
Email: greg.mckenzie@goldentag.ca
Cautionary Note Regarding Forward Looking Statements:
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of the phrase 'forward-looking information' in the Canadian Securities Administrators' National Instrument 51-102 - Continuous Disclosure Obligations. Forward-looking statements are not comprised of historical facts. 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, the completion of Transaction and the Offering on the terms described herein (or if at all), the ability to obtain requisite corporate and regulatory approvals, including, but not limited to, the approval from the TSXV for the Transaction and the Offering, the completion of subscription of subscription commitments under the Offering, the Company's use of the net proceeds of the Offering, and the payment of a finders' fee in connection with the Offering.
In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including that the Company's financial condition and development plans do not change because of unforeseen events, that future metal prices and the demand and market outlook for metals will remain stable or improve, management's ability to execute its business strategy, the receipt of all necessary approvals, the satisfaction of all closing conditions of the Transaction, the closing of the Offering, and no unexpected or adverse regulatory changes with respect to La Parrilla. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk that the Company is not able to complete the Transaction or the Offering on the terms anticipated by the Company (or at all), the risk that the Company is unable to obtain requisite corporate and regulatory approvals, including but not limited to the approval of the TSXV, the Mexican government, and shareholder approval, the risk that the assumptions referred to above prove not to be valid or reliable, market conditions and volatility and global economic conditions including increased volatility and potentially negative capital raising conditions resulting from the continued or escalation of the COVID-19 pandemic, risk of delay and/or cessation in planned work or changes in the Company's financial condition and development plans; risks associated with the interpretation of data (including in respect of third party mineralized material) regarding the geology, grade and continuity of mineral deposits, the uncertainty of the geology, grade and continuity of mineral deposits and the risk of unexpected variations in mineral resources, grade and/or recovery rates; risks related to gold, silver and other commodity price fluctuations; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour, the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits and the presence of laws and regulations that may impose restrictions on mining; risks relating to environmental regulation and liability; the possibility that results will not be consistent with the Company's expectations.
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