Golden Tag Resources Ltd. (TSX.V: GOG) is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement of subscription receipts. The gross proceeds received under the First Tranche combined with those to be received pursuant to subscription commitments secured by the Company will result in aggregate gross proceeds of $5.7 million.
This Offering is being completed in connection with the previously announced acquisition of the La Parrilla Silver Mine Complex in Durango State, Mexico (as more fully described in the press release dated December 7, 2022 available at www.SEDAR.com).
The Subscription Receipts were issued pursuant to the terms of a subscription receipt agreement entered into between Marrelli Trust Company Limited and the Company. The Escrow Release Conditions (as defined below) are set forth in the Subscription Receipt Agreement and provide that if the Escrow Release Conditions are not satisfied on or before the Release Deadline (as defined below), then the Subscription Receipts shall be cancelled and the subscription receipt agent shall distribute the escrowed funds to the holders of the Subscription Receipts, together with their pro rata share of interest earned thereon.
The gross proceeds from the sale of the Subscription Receipts, less any finders’ fees and expenses payable on closing of the First Tranche, are being held in escrow pending satisfaction or waiver of certain conditions, including all conditions to the closing of the Transaction. Upon satisfaction or waiver (as applicable) of the Escrow Release Conditions on or prior to 5:00 p.m. (Toronto time) on August 15, 2023, or such later date as may be determined in accordance with the Subscription Receipt Agreement each Subscription Receipt will be exchanged for one Unit (subject to adjustment in certain events). The Transaction remains subject to a number of conditions, including, but not limited to: (i) the approval of the Company’s shareholders as a result of the Transaction creating a new control person; (ii) the receipt of all necessary consents, approvals and authorizations (including approval of the TSX Venture Exchange and the Mexican Antitrust Commission) for the Transaction; (iii) the completion of the Offering for gross proceeds of CAD$9.0 million; and (iv) other conditions which are customary for a transaction of this type.
Each Unit consists of one common share of the Company and one-half of one Common Share purchase warrant. Each whole Warrant shall be exercisable to acquire one Common Share at a price of C$0.34 per Common Share for a period of 36 months from the date of the exchange of the Subscription Receipts.
Other Information Regarding the Offering
The Company intends to use the net proceeds of the Offering to fund drilling and exploration programs at La Parrilla, holding costs, technical work for restart, transaction costs and for working capital and general corporate purposes.
The Subscription Receipts were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities issued and issuable pursuant to the Offering will be subject to a four month and one-day hold period from the date of closing.
In connection with the First Tranche, the Corporation, agreed to pay certain eligible arm’s length parties: (1) up to 7% cash fees; and (2) issue upon satisfaction of the Escrow Release Conditions, up to 7% finder’s warrants entitling the holder to acquire one Common Share at a price of C$0.20 for a period of 24 months.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Golden Tag Resources
Golden Tag Resources Ltd. is a Toronto based mineral resource exploration company. The Company holds a 100% interest, subject to a 2% NSR, in the San Diego Project, in Durango, Mexico. The San Diego property is among the largest undeveloped silver assets in Mexico and is located within the prolific Velardeña Mining District. Velardeña hosts several mines having produced silver, zinc, lead and gold for over 100 years.
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