Conversion of Director Fees
January 10 2023 - 7:30AM
Patagonia Gold Corp. (“Patagonia” or the “Company”) (TSXV: PGDC) is
pleased to announce that it has agreed to settle a total of
US$50,408 of debt owed to certain former directors of the Company
for director fees for the period September 2020 to October 2022
(the “Outstanding Fees”). The Company will settle the Outstanding
Fees (the “Director Fee Conversion”) by issuing a total of
4,495,049 common shares (“Shares”) of the Company at a deemed price
of $0.0150, being the closing price of the Shares on the TSX
Venture Exchange (the “TSXV”) on the trading day prior to the date
of such agreement (or the lowest price permitted by the TSXV).
Completion of the Director Fee Conversion is subject to approval of
the TSXV and the Shares issued in connection with the Director Fee
Conversion will be subject to a four-month hold period in
accordance with applicable securities legislation.
The Director Fee Conversion is a “related party
transaction” under Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI 61-101”) as
the former directors are related parties of the Company. Pursuant
to Section 5.5(b) and Section 5.7(a) of MI 61-101, the Company is
exempt from obtaining a formal valuation and approval of the
Company’s minority shareholders because the Shares trade on the
TSXV and the aggregate fair market value of the consideration of
the Director Fee Conversion does not exceed 25% of the Company’s
market capitalization as determined in accordance with MI
61-101.
About Patagonia Gold
Patagonia Gold Corp. is a South America focused,
publicly traded mining company listed on the TSXV. The Company
seeks to grow shareholder value through exploration and development
of gold and silver projects in the Patagonia region of Argentina.
The Company is primarily focused on the Calcatreu project in Rio
Negro and the development of the Cap-Oeste underground project.
Patagonia, indirectly through its subsidiaries or under option
agreements, has mineral rights to over 430 properties in several
provinces of Argentina and Chile and is one of the largest
landholders in the province of Santa Cruz, Argentina.
FORWARD-LOOKING STATEMENTS
This news release contains certain
forward-looking statements, including, but not limited to,
statements with respect to the Director Fee Conversion and the
Company’s future plans and intentions. Wherever possible, words
such as “may”, “will”, “should”, “could”, “expect”, “plan”,
“intend”, “anticipate”, “believe”, “estimate”, “predict” or
“potential” or the negative or other variations of these words, or
similar words or phrases, have been used to identify these
forward-looking statements. These statements reflect management’s
current beliefs and are based on information currently available to
management as at the date hereof.
Forward-looking statements involve significant
risk, uncertainties and assumptions. Many factors could cause
actual results, performance or achievements to differ materially
from the results discussed or implied in the forward-looking
statements. These factors should be considered carefully and
readers should not place undue reliance on the forward-looking
statements. Although the forward-looking statements contained in
this news release are based upon what management believes to be
reasonable assumptions, the Company cannot assure readers that
actual results will be consistent with these forward-looking
statements. These forward- looking statements are made as of the
date of this news release, and the Company assumes no obligation to
update or revise them to reflect new events or circumstances,
except as required by law.
Neither the 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.
For more information, please contact:
Christopher van Tienhoven, Chief Executive Officer
Patagonia Gold Corp
T: +54 11 5278 6950
E: cvantienhoven@patagoniagold.com
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