Angus Gold Inc. (TSX-V: GUS)
(“Angus” or the
“
Company”
) is pleased to announce
that it has closed its previously announced non-brokered private
placement for total gross proceeds of $6,455,000 to the Company
(the “
Offering”). The Offering was comprised of
1,500,000 hard dollar shares (“
Hard Shares”) at a
price of $0.72 per Hard Share and of 5,375,000 flow-through shares
of the Company (“
FT Shares”) at a price of
$1.00 per FT Share.
In connection with the Offering, funds managed
by Delbrook Capital Advisors Inc. (“Delbrook”),
acquired 1,396,000 common shares of the Company (“Common
Shares”) and now owns a total of 8,102,300 Common Shares
representing 16.5% of the issued and outstanding Common Shares.
New Gold Inc. (“New Gold”) exercised its
participation right to maintain its pro-rata interest in the
Company and purchased 750,000 Common Shares and now owns a total of
4,850,000 Common Shares representing 9.9% of the issued and
outstanding Common Shares.
Steve Burleton, Chief Executive Officer of
Angus, states: “We are very pleased with this oversubscribed equity
financing. In addition to the strong support from existing
shareholders, we are also welcoming new institutional shareholders
to the Company. The financing will allow us to move forward with an
aggressive drilling program that will see two drills following up
on the multiple discoveries in the Banded Iron Formation gold
zones, expanding the historical gold resource at Dorset and testing
new gold targets we have been developing through our regional
exploration program. 2023 will be the most active year,
to-date, for the Golden Sky project and we are looking forward to
unlocking value for our shareholders.”
The gross proceeds of the Offering will be used
to fund the Company’s exploration programs at the Golden Sky
project in Ontario and for working capital purposes. The Company
will use an amount equal to the gross proceeds received by the
Company from the sale of the FT Shares, pursuant to the provisions
in the Income Tax Act (Canada) (the “Tax Act”), to
incur eligible “Canadian exploration expenses” that qualify as
“flow-through mining expenditures” as both terms are defined in the
Tax Act (the “Qualifying Expenditures”). The
Company will renounce all the Qualifying Expenditures in favour of
the subscribers of the FT Shares effective December 31, 2023.
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
(“TSXV”) and the securities regulatory
authorities. All securities issued in connection with the Offering
are subject to a four-month and one-day hold period.
In addition to Delbrook, certain other insiders,
including directors and officers of the Company (together, the
“Insiders”) subscribed to the Offering for an
aggregate of 680,000 Common Shares, bringing the total insider
participation in the Offering to 2,076,000 Common Shares. The
participation of the Insiders in the Offering constitutes a
“related party transaction” within the meaning of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company is
relying on an exemption from the formal valuation and minority
shareholder approval requirements of MI 61-101 pursuant to section
5.5(a) and section 5.7(1)(a), as the fair market value of the
Insiders’ participation is not more than 25% of the Company’s
market capitalization.
The securities offered in the Offering 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 U.S. state security laws, and may not be
offered or sold in the United States without registration under the
U.S. Securities Act and all applicable state securities laws or
compliance with requirements of an applicable exemption therefrom.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Angus Gold:Angus Gold is
a Canadian gold exploration company with a 234-square-kilometres
land package located in north-central Ontario approximately
50 kilometres west of the town of Wawa and lies between
Wesdome Gold Mines’ two producing mines.
ON BEHALF OF THE BOARD OF DIRECTORSSteve
BurletonChief Executive Officer and Director
INQUIRIES:Email: info@angusgold.comCompany
Website: www.angusgold.com
TSXV: GUS | USOTC: ANGVF
Forward-Looking Statements
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. This News Release includes certain
“forward-looking statements” which 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 the
Offering on the disclosed terms or at all, the exercise of the
over-allotment option for the Offering, receipt of requisite
regulatory and stock exchange approvals, 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: the ability to
anticipate and counteract the effects of COVID-19 pandemic on the
business of the Company, including without limitation the effects
of COVID-19 on the capital markets, commodity prices supply chain
disruptions, restrictions on labour and workplace attendance and
local and international travel, failure to receive requisite
approvals in respect of the Offering, 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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