GFG Resources Inc. (TSXV: GFG) (OTCQB: GFGSF)
(“
GFG” or the “
Company”)
announces a private placement to raise gross proceeds of up to
C$3.0 million (the “
Offering”). As part of the
Offering, the Company is pleased to announce that
Alamos
Gold Inc. (
TSX: AGI; NYSE: AGI) has
committed to purchase securities in the Offering to increase their
position to a 9.99% interest in the Company upon completion of the
Offering.
The Offering will consist of any combination of
(i) units of the Company (“Units”) at a price of C$0.13 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$0.15 per FT Share; and (iii)
premium units of the Company (“Premium Units”) at a price of
C$0.1866 per Premium Unit, subject to maximum aggregate gross
proceeds of C$3.0 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$0.18 for a
period of 36 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
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.
Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106 –
Prospectus Exemptions (“NI 45-106”), the Units, FT Shares and
Premium Units will be offered for sale to purchasers resident in
Canada and/or other qualifying jurisdictions pursuant to the Listed
Issuer Financing Exemption under Part 5A of NI 45-106. Because the
Offering is being completed pursuant to the Listed Issuer Financing
Exemption, the securities issued to subscribers in the Offering
will not be subject to a hold period pursuant to applicable
Canadian securities laws. There is an offering document on Form
45-106F19 related to the Offering that can be accessed under the
Company’s profile at www.sedar.com and on the Company’s website at
www.gfgresources.com Prospective investors should read this
offering document before making an investment decision.
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.
The funds raised in this Offering will focus on
completing an 8,000 – 10,000 metre drill program to infill and
expand the Montclerg gold system and test several regional targets
on the Goldarm Property that the Company has in its drill target
pipeline. Below is a list of highlighted holes drilled by GFG since
acquiring the Montclerg Gold Project 14 months ago.
Montclerg Drill Highlights*
- MTC-21-001:
1.56 g/t Au over 27.5 m
- MTC-21-005:
4.82 g/t Au over 26.0 m and 12.32 g/t Au
over 5.5 m
- MTC-21-006:
8.35 g/t Au over 7.5 m
- MTC-21-007:
1.40 g/t Au over 33.5 m
- MTC-21-015:
1.32 g/t Au over 31.1 m
- MTC-22-019:
4.38 g/t Au over 5.5 m
- MTC-22-020:
4.95 g/t Au over 8.3 m
- MTC-22-021:
1.51 g/t Au over 21.7 m
- MTC-22-023:
1.60 g/t Au over 70.4 m
- MTC-22-029:
4.98 g/t Au over 7.0 m
- MTC-22-030:
3.40 g/t Au over 15.0 m
- MTC-22-035:
9.85 g/t Au over 16.0 m and 5.26 g/t Au over 9.3
m
- MTC-22-036:
6.67 g/t Au over 6.0 m
- MTC-22-042:
8.46 g/t Au over 5.0 m
*Drill intercepts are presented using
a 0.20 g/t Au cut-off and as drilled
length. Composites include internal dilution of up to 3.0 m at
grades less than 0.20 g/t Au. True width is estimated to be 50
to 90% of drilled length.
The Offering is scheduled to close on or about
March 15, 2023 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 Company may pay finder's fees on a portion
of the Offering of up to 6% of the aggregate gross proceeds raised.
The finder's fees shall be paid in accordance with applicable
securities laws and the policies of the TSX Venture Exchange.
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 (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).
Grant of Stock Options Pursuant
to the Company’s annual executive compensation program, the Company
announced that it has granted stock options to directors, officers,
employees and senior consultants to purchase up to an aggregate of
3,350,000 common shares of the Company. The stock options have
various vesting periods and are exercisable for a period of five
years at a price of $0.15 per common share, being the closing price
on February 13, 2023. All options were granted pursuant to the
Company’s stock option plan.
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.
Sampling protocols, quality control and
assurance measures and geochemical results related to historic
drill core samples quoted in this news release have not been
verified by the Qualified Person and therefore must be regarded as
estimates. Potential quantity and grade are conceptual in nature.
There has been insufficient exploration to define a mineral
resource on any of the Company’s properties, and it is uncertain if
future exploration will result in any such property being
delineated as a mineral resource.
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
INFORMATION
All 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.
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