GFG Resources Inc. (TSX-V: GFG) (OTCQB:
GFGSF) (“GFG” or the “Company”) announces that due to
investor demand it has increased the size of its previously
announced private placement financing (the “Offering”) (see news
release dated August 30, 2022) to an aggregate total of up to
C$2.06 million. As part of the current Offering, the Company is
pleased to announce that its strategic investor, Alamos Gold Inc.
(TSX: AGI; NYSE: AGI) (“Alamos”), has committed to participate in
the Offering on a pro-rata basis.
The Offering will consist of any combination of
(i) units of the Company (“Units”) at a price of C$0.11 per Unit;
(ii) 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; and (iii)
premium units of the Company (“Premium Units”) at a price of
C$0.1573 per Premium Unit, subject to maximum aggregate gross
proceeds of up to C$2.06 million. Each Unit shall consist 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 (a “Premium 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.
The gross proceeds raised from the sale of the
FT Shares and Premium FT Shares 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 the Warrants
comprising, in part, the Premium Units, will be used for
exploration activities on the Company’s projects in Ontario as well
as for general working capital purposes.
Following two highly successful drill programs
(See Table 1 for Assay Highlights) at the
Montclerg Gold Project and recent prospecting efforts completed on
the Goldarm Property located east of the world-class Timmins Gold
District, it is evident that a much more aggressive program is
warranted. The funds raised in this Offering will focus on
completing a 6,000 – 8,000 metre drill program to infill and grow
the Montclerg gold system and test several regional targets that
the Company has in its drill target pipeline.
Table 1: Recent Highlights of Assay
Results from the Montclerg Gold Project
Hole ID |
From (m) |
To (m) |
Length (m) |
Au g/t |
Zone |
MTC-21-001 |
62.5 |
90.0 |
27.5 |
1.56 |
Upper Main |
incl. |
63.5 |
66.0 |
2.5 |
8.42 |
|
incl. |
65.4 |
66.0 |
0.6 |
26.90 |
|
incl. |
71.5 |
74.0 |
2.5 |
4.30 |
|
and |
126.0 |
166.5 |
40.5 |
0.78 |
Lower Main |
incl. |
130.8 |
138.0 |
7.3 |
2.20 |
|
MTC-21-004 |
39.8 |
64.0 |
24.2 |
0.73 |
Upper Main |
and |
75.7 |
86.1 |
10.4 |
1.24 |
Lower Main |
incl. |
81.0 |
85.1 |
4.1 |
2.37 |
|
and |
230.5 |
246.0 |
15.5 |
1.23 |
Lower Footwall |
incl. |
241.7 |
245.0 |
3.3 |
3.09 |
|
MTC-21-005 |
86.0 |
112.0 |
26.0 |
4.82 |
Upper Footwall |
incl. |
94.3 |
96.1 |
1.8 |
15.96 |
|
and |
103.8 |
109.3 |
5.5 |
12.32 |
|
and |
118.9 |
120.6 |
1.7 |
11.29 |
|
MTC-21-006 |
98.3 |
105.8 |
7.5 |
8.34 |
Upper Footwall |
incl. |
98.3 |
101.0 |
2.7 |
15.04 |
|
MTC-21-007 |
65.4 |
95.6 |
31.1 |
1.40 |
Upper Main |
and |
108.0 |
131.0 |
23.0 |
1.11 |
Lower Main |
MTC-21-009 |
45.0 |
60.0 |
15.0 |
1.23 |
Upper Main |
MTC-21-010 |
79.5 |
106.5 |
27.0 |
1.05 |
Upper Main |
incl. |
89.6 |
100.5 |
10.9 |
1.84 |
|
MTC-22-015 |
24.0 |
57.5 |
33.5 |
1.32 |
MC West |
incl. |
24.0 |
28.7 |
4.7 |
5.15 |
|
MTC-22-018 |
52.0 |
57.9 |
5.9 |
3.51 |
MC West |
incl. |
53.9 |
56.0 |
2.1 |
7.93 |
|
MTC-22-019 |
112.6 |
118.1 |
5.5 |
4.38 |
MC Main Upper Footwall |
incl. |
112.6 |
116.0 |
3.4 |
6.37 |
|
MTC-22-020 |
22.4 |
34.1 |
11.7 |
1.07 |
MC Central Upper Main |
incl. |
24.6 |
25.6 |
1.0 |
2.01 |
|
incl. |
28.0 |
28.8 |
0.8 |
2.43 |
|
incl. |
32.0 |
33.0 |
1.0 |
2.16 |
|
and |
97.0 |
105.3 |
8.3 |
4.95 |
MC Main Upper Footwall |
incl. |
102.8 |
105.3 |
2.5 |
12.83 |
|
MTC-22-021 |
50.3 |
72.0 |
21.7 |
1.51 |
MC Central Upper Main |
incl. |
62.2 |
64.0 |
1.8 |
8.17 |
|
MTC-22-023 |
17.6 |
88.0 |
70.4 |
1.60 |
MC Central Upper Main |
incl. |
35.2 |
42.0 |
6.8 |
2.43 |
|
incl. |
76.2 |
81.0 |
4.8 |
4.97 |
|
and |
124.5 |
133.2 |
8.7 |
2.46 |
MC Central Upper Footwall |
incl. |
131.4 |
133.2 |
1.8 |
7.75 |
|
MTC-22-029 |
104.4 |
111.5 |
7.1 |
4.98 |
MC Central Upper Footwall |
incl. |
104.4 |
107.6 |
3.2 |
7.02 |
|
incl. |
110.4 |
111.5 |
1.1 |
7.79 |
|
MTC-22-030 |
71.0 |
86.0 |
15.0 |
3.40 |
MC Central Upper Footwall |
incl. |
71.0 |
74.0 |
3.0 |
6.21 |
|
incl. |
81.9 |
82.9 |
1.0 |
17.50 |
|
*Drill intercepts are presented using
a 0.20 g/t Au cut-off and as drilled
length. Composites include internal dilution of up to 3 m at
grades less than 0.2 g/t Au. True width is estimated to be 50
to 90% of drilled length.
The Offering is scheduled to close on or about
October 6, 2022 and 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 Offering is
being made by way of private placement in Canada and such other
jurisdictions as the Company may determine. The securities sold
will not be offered or sold in the United States, and will each be
subject to a hold period expiring four months and one day from
their issuance.
The Company may pay finder's fees on a portion
of the Offering of up to 6% in accordance with applicable
securities laws and the policies of the TSX Venture Exchange.
It is anticipated that certain directors and
officers 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 (the
"Policy") 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 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.
All scientific and technical information
contained in this press release has been prepared under the
supervision of Brian Skanderbeg, P.Geo. President, CEO and Director
of GFG, a qualified person within the meaning of National
Instrument 43-101.
Drill intercepts are presented using
a 0.20 g/t Au cut-off and as drilled
length. Composites include internal dilution of up to 3 m at
grades less than 0.2 g/t Au. True width is estimated to be 50
to 90% of drilled length.
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.
Alamos Gold (NYSE:AGI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Alamos Gold (NYSE:AGI)
Historical Stock Chart
From Jul 2023 to Jul 2024