GFG Resources Inc. (TSX-V: GFG) (OTCQB:
GFGSF) (“GFG” or the “Company”) announces that it
intends to increase the size of its previously announced
non-brokered private placement financing (the
“
Offering”) (see news release dated April 21,
2020) to an aggregate total of approximately C$6.0 million to
accommodate demand from existing and new shareholders. As
previously disclosed, Alamos Gold Inc. (TSX: AGI; NYSE: AGI)
(
“Alamos”) has committed to purchase securities
under the Offering to obtain a 9.9% interest in the Company upon
completion of the Offering.
The Offering will consist of any combination of
common shares of the Company that will qualify as “flow-through
shares” (“FT Shares”) for the purposes of the
Income Tax Act (Canada) at a price of C$0.2907 per share and
non-flow-through common shares (“NFT Shares”) of
the Company at a price of C$0.19 per share, subject to maximum
aggregate gross proceeds of C$6.0 million.
“We are very grateful for the strong demand and
support from existing and new shareholders in the Offering,” stated
Brian Skanderbeg, President and CEO of GFG. “The strategic
investment from Alamos is an important endorsement for the Pen Gold
Project and our team. Following the close of the Offering, GFG will
be well-positioned with a strong balance sheet to aggressively
follow-up on our high-grade discovery at the Nib Prospect and other
highly prospective targets on our district scale land package
located 40 kilometres west of Timmins.”
In connection with the Offering, Alamos will be
granted certain participation rights to maintain its pro rata
ownership interest in the Company.
The gross proceeds raised from the sale of the
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 NFT Shares will be used for general working capital
purposes.
The Offering is scheduled to close on or about
May 6, 2020 and is subject to certain conditions, including, but
not limited to, the execution of definitive documentation and
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. All securities issued will be subject to a hold
period expiring four months and one day from their issuance.
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 or to, or
for the account or benefit of, U.S. Persons (as defined in
Regulation S under the U.S. Securities Act) unless an exemption
from such registration is available.
About GFG Resources Inc.GFG
Resources 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 owns
100% of the Pen and Dore gold projects, two large and highly
prospective gold properties west of the prolific gold district of
Timmins, Ontario, Canada. The Pen and the Dore gold 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 kilometres southwest of Casper, Wyoming, U.S.
The geologic setting, alteration and mineralization seen in
the Rattlesnake Hills are similar to other gold deposits of the
Rocky Mountain alkaline province which, collectively, have produced
over 50 million ounces of gold.
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.
For further information, please contact:
Brian Skanderbeg, President & CEOPhone: (306) 931-0930 or
Marc Lepage, Vice President, Business Development Phone: (306)
931-0930 Email: info@gfgresources.comWebsite:
www.gfgresources.com
Stay Connected with UsTwitter:
@GFGResourcesLinkedIn: https://www.linkedin.com/company/gfgresources/Facebook:
https://www.facebook.com/GFGResourcesInc/
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, the anticipated closing date of the Offering, the
intended use of proceeds from the Offering, future price of gold,
success of exploration activities and metallurgical test work,
permitting time lines, currency exchange rate fluctuations,
requirements for additional capital, government regulation of
exploration work, environmental risks, unanticipated reclamation
expenses, title disputes or claims and limitations on insurance
coverage. 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 assumption that
regulatory approval of the Offering will be obtained in a timely
manner, that all conditions precedent to the completion of the
Offering will be satisfied in a timely manner, that general
economic and business conditions will not change in a materially
adverse manner, that the Company will be able to raise additional
funds on reasonable terms, the assumed long-term price of gold,
that the Company will receive required permits and access to
surface rights, that the Company can access financing, appropriate
equipment and sufficient labour, and that the political environment
within Canada and the United States will continue to support the
development of mining projects in Canada and the United States. In
addition, the similarity or proximity of other gold deposits to the
Rattlesnake Hill Gold Project, the Pen Gold Project and the Dore
Gold Project is not necessary indicative of the geological setting,
alteration and mineralization of the Rattlesnake Hills Gold
Project, the Pen Gold Project and the Dore Gold Project.
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:
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 assumes no obligation to
update any forward-looking statements, except as required by
applicable laws.
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