The Offering was conducted pursuant to the terms and conditions of an agency agreement entered into by the Company,
A Form 45-106F19 Listed Issuer Financing Document dated
The Units were offered by way of a best efforts private placement pursuant to the Listed Issuer Financing Exemption under National Instrument 45-106 - Prospectus Exemption in all provinces of
Each Unit is comprised of one common share in the capital of the Company (each, a 'Unit Share') and one transferable common share purchase warrant (each, a 'Warrant'). Each Warrant is exercisable to acquire one common share (a 'Warrant Share') in the capital of the Company until
As consideration for services provided by the Agents in connection with the Offering, the Company: (i) paid a cash commission in the amount of approximately
The securities issued under the Listed Issuer Financing Exemption to Canadian subscribers will not be subject to a hold period in accordance with applicable Canadian securities laws. The net proceeds of the Offering will be used for exploration and development of the
The Offering constituted a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101') as certain insiders of the Company subscribed for 2,687,500 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
The securities offered have not been registered under the
About
Contact:
Tel: 1-530-414-4400
Email: Kimberly.ann@lahontangoldcorp.com
This news release includes certain 'forward looking statements'. Forward-looking statements consist of statements that are not purely historical, including statements regarding beliefs, plans, expectations or intensions for the future, and include, but not limited to, statements with respect to: the anticipated use of proceed from the Offerings, the approval of the TSXV; the completion of future exploration work and the potential metallurgical recoveries and results of such test work; the future direction of the Company's strategy and other activities, events or developments that are expected, anticipated or may occur in the future. These statements are based on assumptions, including: (i) completion of the Offering, including TSXV approval; (ii) the ability to achieve positive outcomes from test work; (iii) actual results of our exploration, resource goals, metallurgical testing, economic studies and development activities will continue to be positive and proceed as planned, (iv) requisite regulatory and governmental approvals will be received on a timely basis on terms acceptable to the Company (i) economic, political and industry market conditions will be favourable, and (vi) financial markets and the market for precious metals will continue to strengthen. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in such statements, including, but not limited to: (1) changes in general economic and financial market conditions, (2) changes in demand and prices for minerals, (3) litigation, regulatory, and legislative developments, dependence on regulatory approvals, and changes in environmental compliance requirements, and the political and economic climate, (4) the inherent uncertainties and speculative nature associated with exploration results, resource estimates, potential resource growth, future metallurgical test results, changes in project parameters as plans evolve, (5) competitive developments, (6) availability of future financing, (7) the effects of COVID-19 on the business of the Company, including, without limitation, effects of COVID-19 on capital markets, commodity prices, labour regulations, supply chain disruptions and domestic and international travel restrictions, (8) exploration risks, and other factors beyond the control of the Company including those factors set out in the 'Risk Factors' in our Management Discussion and Analysis dated
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