Patagonia Gold Corp. (TSX-V:PGDC) is pleased to announce that it has closed its previously announced “best efforts” private placement for total gross proceeds of approximately $9.3 million, with a lead order from Palisades Goldcorp Ltd. The Offering was conducted by a syndicate of agents led by Red Cloud Securities Inc. and included Canaccord Genuity Corp. In connection with the Offering, the Company issued an aggregate of 104,086,063 units of the Company at a price of $0.09 per Unit.
Each Unit consisted of one common share of the Company and one common share purchase warrant. Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.13 until March 10, 2024.
The proceeds from the sale of Units will be used by the Company for exploration and development of the Company’s projects and general corporate and working capital purposes.
In connection with the Offering, the Company paid the Agents $225,862 in cash commission and advisory fees and issued to the Agents 2,509,586 non-transferable warrants in respect of Units issued under the Offering, other than to certain investors.
The Common Shares, Warrants and Broker Warrants issued pursuant to the Offering, and any securities issued upon the exercise of the Warrants and Broker Warrants, are subject to a four month hold period pursuant to applicable securities laws. The Offering remains subject to final approval of the TSX Venture Exchange. The TSXV has conditionally approved the listing of all Common Shares issuable under the Offering.
The Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) because Carlos Miguens, the Chairman of the Company, is one of the President’s List Purchasers. The Company was exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with Mr. Miguens´ participation in the Offering in reliance of Sections 5.5(b) and 5.7(1)(a) of MI 61-101. A material change report will be filed in connection with the Offering less than 21 days in advance of the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 State in which such offer, solicitation or sale would be unlawful.
Early Warning Disclosure
In connection with the Offering, Mr. Miguens acquired ownership of 57,777,777 Units, consisting of 57,777,777 Common Shares and 57,777,777 Warrants for an aggregate purchase price of $5,199,999.93. Prior to completion of the Offering, Mr. Miguens owned 137,724,668 Shares and 1,000,000 stock options (“Options”) entitling him to acquire 1,000,000 Common Shares, which represented 37.93% of the issued and outstanding Common Shares on an undiluted basis and 38.10% on a partially diluted basis. After completion of the Offering, Mr. Miguens owns 195,502,445 Common Shares, 57,777,777 Warrants and 1,000,000 Options, which represents 41.85% of the issued and outstanding Common Shares on an undiluted basis and 48.35% on a partially diluted basis, resulting in a change of 3.92% on an undiluted basis and 10.25% on a partially diluted basis. The Units were acquired for investment purposes and Mr. Miguens may increase or decrease his beneficial ownership of Common Shares or other securities of the Company in accordance with applicable securities legislation. A copy of the Early Warning Report filed in connection with the Offering can be obtained from the Company (please contact Matias Argarate at +54 11 5278 6950) or on the SEDAR profile of the Company at www.sedar.com.
About Patagonia Gold
Patagonia Gold Corp. is a mining and development company listed on the TSX Venture Exchange. 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 365 properties in several provinces of Argentina and Chile and is one of the largest landholders in the Province of Santa Cruz, Argentina.
About Palisades Goldcorp
Palisades Goldcorp is Canada’s resource focused merchant bank. Palisades’ management team has a demonstrated track record of making money and is backed by many of the industry’s most notable financiers. With junior resource equities valued at generational lows, management believes the sector is on the cusp of a major bull market move. Palisades is positioning itself with significant stakes in undervalued companies and assets with the goal of generating superior returns.
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