Stone Gold Inc. Announces Closing of Non-Brokered Private Placement
July 22 2022 - 5:17PM
Stone Gold Inc. (
TSX-V: STG) ("
Stone
Gold" or the "
Company") is pleased to
announce that it has closed its previously announced non-brokered
private placement (the "
Offering"). The Offering
consisted of the sale of an aggregate of 1,575,000 units of the
Company ("
Units") at a price $0.20 per Unit for
aggregate gross proceeds of $315,000.
Each Unit is comprised of one (1) common share
of the Company (a "Common Share") and one-half of
one (0.5) Common Share purchase warrant (each whole Common Share
purchase warrant, a "Warrant"), with each whole
Warrant entitling the holder thereof to acquire one (1) additional
Common Share (a "Warrant Share") at a price of
$0.30 per Warrant Share for a period of twenty-four (24) months
following the closing of the Offering.
Stone Gold President and CEO John Timmons
comments, "We are pleased to have the continued support of seasoned
mining investors such as Northfield Capital and Patrick Sheridan
Jr. as we continue to advance the Copper Road Project."
The proceeds from the issuance of Units will be
primarily used for exploration activities at the Company's
properties, as well as for general working capital purposes.
A certain director of the Company (the
"Insiders") subscribed to the Offering for an
aggregate of 250,000 Units and the participation of the Insider 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 Insider's participation is not more than
25% of the Company's market capitalization.
The Offering is subject to receipt of all
necessary regulatory approvals, including approval of the TSX
Venture Exchange (the "TSXV"). The securities
issued pursuant to the Offering will be subject to a statutory hold
period of four months and one day in accordance with applicable
securities laws. In connection with the Offering, the Company
agreed to pay a cash commission in the aggregate amount of $8,100
to eligible finder's in accordance with the policies of the
TSXV.
The securities have not been, and will not be,
registered under the Unites 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 Unites
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 Unites States, nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
For further information, please contact:Mr. John
TimmonsPresident & CEOStone Gold Inc.Cellular (416) 931
2243Email: jtimmons@stonegold.caWeb: www.stonegold.ca
Stone Gold Inc. is engaged in the acquisition,
exploration and evaluation of properties for the mining of precious
and base metals.
Caution Regarding Forward-Looking
InformationThis news release contains forward-looking
information that involves substantial known and unknown risks and
uncertainties, most of which are beyond the control of Stone Gold.
Forward-looking statements include estimates and statements that
describe Stone Gold's future plans, objectives or goals, including
words to the effect that Stone Gold or its 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 Stone Gold, Stone
Gold 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, Stone Gold's objectives, goals or
future plans, statements, details of the exploration results,
potential mineralization, Stone Gold's portfolio, treasury,
management team and enhanced capital markets profile, the timing of
the Offering, the completion of the Offering on the terms provided
in this press release or at all, 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, failure or inability to complete the Offering on
disclosed terms or at all, regulatory approval processes, failure
to identify mineral resources, delays in obtaining or failures to
obtain required governmental, regulatory, 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 Stone Gold's public documents filed on SEDAR. Although Stone
Gold 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. Stone Gold 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.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this news
release.
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