/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN
THE UNITED STATES OR TO U.S.
NEWS AGENCIES/
VANCOUVER, BC, Nov. 23,
2022 /CNW/ - MAS Gold Corp. ("MAS Gold" or the
"Company") (TSXV: MAS) (OTCQB: RFHRF) (FSE: 9RR) is
announcing a non-brokered private placement (the "Offering")
for gross proceeds of up to C$1,500,000 from the sale of the following:
- up to 11,111,111 through units of the Company (each, a
"Unit") at a price of C$0.045
per Unit for gross proceeds of up to C$500,000 from the sale of Units; and
- up to 20,000,000 flow-through units of the Company (each, a
"FT Unit", and collectively with the Units, the "Offered
Securities") at a price of C$0.05
per FT Unit for gross proceeds of up to C$1,000,000 from the sale of FT Units.
Red Cloud Securities Inc. will be acting as a finder for the
Offering on behalf of the Company.
Each Unit will consist of one common share of the Company (each,
a "Common Share") and one Common Share purchase warrant
(each whole warrant, a "Warrant"). Each FT Unit will consist
of one Common Share to be issued as a "flow-through share" within
the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one
Warrant. Each Warrant will entitle the holder thereof to purchase
one Common Share at a price of C$0.08
for a period of 24 months following the distribution date of the
Offered Security.
The Company intends to use the net proceeds of the Offering to
fund the exploration and advancement of the Company's projects in
the La Ronge Greenstone Belt in Saskatchewan as well as working capital and
other general corporate purposes. Proceeds from the sale of FT
Shares will be used to incur "Canadian exploration expenses" as
defined in subsection 66.1(6) of the Income Tax Act and "flow
through mining expenditures" as defined in subsection 127(9) of the
Income Tax Act. Such proceeds will be renounced to the subscribers
with an effective date not later than December 31, 2022, in the aggregate amount of not
less than the total amount of gross proceeds raised from the issue
of FT Shares.
The closing of the Offering will be subject to certain
conditions including, but not limited to, receipt of all necessary
approvals including the approval of the TSXV. The Common Shares
issuable from the Offering will be subject to a statutory
four-month restricted resale period. MAS Gold shall pay to
Red Cloud a cash commission of 6.0%
of the gross proceeds from Offered Securities sold to purchasers
that are sourced by Red Cloud. In
addition, the Company shall issue to Red
Cloud warrants of the Company (the Finder's Warrants),
exercisable for a period of 24 months following the closing date,
to acquire in aggregate that number of common shares of the Company
which is equal to 6.0% of the total number of Offered Securities
sold to purchasers that were sourced by Red
Cloud at an exercise price equal to C$0.045 per share.
MAS Gold advises that the insiders of MAS Gold may participate
in the Offering, which will be completed pursuant to available
related party exemptions under MI 61-101.
About MAS Gold Corp.
MAS Gold Corp. is a Canadian mineral exploration company focused
on advancing its gold exploration projects in the prospective La
Ronge Gold Belt of Saskatchewan.
MAS Gold operates four properties in the belt, including the
Preview-North, Greywacke Lake, Elizabeth
Lake and Henry Lake Properties totalling 35,175.6 hectares
(86,920.8 acres). These properties extend along the geologically
prospective La Ronge, Kisseynew
and Glennie Domains that make up the La Ronge Gold Belt in
north-central Saskatchewan.
MAS Gold currently has five advanced deposits including the
North Lake, Greywacke North,
Preview SW, Contact Lake, and Point gold deposits.
The North Lake deposit hosts an
Inferred Mineral Resource of 18,100,000 t grading 0.85 g/t Au,
hence 494,000 contained ounces of gold (Godden, S, Thomas, D.
Tupper, D.: Technical Report on
the Mineral Resource Updates, North
Lake and Greywacke North Gold Projects, La Ronge Gold Belt,
Saskatchewan, Canada.; effective
date December 1, 2021). The Technical
Report about the updated Mineral Resource estimate was filed on
SEDAR January 12, 2022.
The Greywacke North deposit has a combined open pit and
underground Indicated Mineral Resource of 645,000 t averaging 4.90
g/t Au for 101,000 insitu ounces of gold (600,000 t at 4.89 g/t Au,
and 45,000 t at 5.03 g/t Au, respectively), plus a combined open
pit and underground Inferred Mineral Resource of 410,000 t
averaging 4.12 g/t Au for 55,000 insitu ounces of gold (35,000 t at
1.97 g/t Au, and 375,000 t at 4.33 g/t Au, respectively). The
Indicated and Inferred Mineral Resources were estimated using open
pit and underground cut-off grades of 0.65 g/t Au and 1.75 g/t Au,
respectively (Godden, S, Thomas, D. Tupper, D. Technical Report on the Mineral
Resource Updates, North Lake and
Greywacke North Gold Projects, La Ronge Gold Belt, Saskatchewan, Canada.; effective date
December 1, 2021). The Technical
Report regarding the updated Mineral Resource estimate was filed on
SEDAR January 12, 2022.
The Preview SW deposit hosts a historical Indicated Mineral
Resource containing 158,300 ounces of gold (2.61 million tonnes
grading 1.89 g/t Au) and a historical Inferred Mineral Resource
containing 270,800 ounces of gold (5.70 million tonnes grading 1.48
g/t Au), both based on a 0.50 g/t Au cut-off grade (Simpson, R. Technical Report, Preview SW Gold
Project, La Ronge, Saskatchewan;
effective date September 27,
2016). The Technical Report on the Mineral Resource estimate
was filed on SEDAR September 27,
2016, for Comstock Metals Ltd. (TSXV: CSL).
On behalf of the Board of Directors of MAS Gold Corp.
Jim Engdahl
Chief Executive Officer & Director
Jim@masgoldcorp.com
(306) 262-4964
This news release does not constitute an offer to sell, or
the solicitation of an offer to buy securities in any jurisdiction
in which such offer or solicitation would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction.
The securities offered under the Offering have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or the securities laws of
any state of the United States,
and may not be offered or sold in the
United States or to, or for the account or benefit of, any
U.S. Person (as defined in Regulation S of the Securities Act) or a
person in the United States,
unless an exemption from such registration requirements is
available.
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.
SOURCE MAS Gold Corp