Latest news with #CharityFlow-Through
Yahoo
29-05-2025
- Business
- Yahoo
Goliath Resources Announces Bought Deal Private Placement of Charity Flow-Through Financing for Gross Proceeds of C$20,002,700
/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/ TORONTO, May 29, 2025 /CNW/ - Goliath Resources Limited (TSXV: GOT) (OTCQB: GOTRF) (Frankfurt: B4IF) (the "Company" or "Goliath") is pleased to announce that it has entered into an agreement with Stifel Nicolaus Canada Inc. to act as sole bookrunner and lead underwriter, together with a syndicate of underwriters (collectively, the "Underwriters"), in connection with a "bought deal" private placement offering by the Company of 6,310,000 common shares of the Company (the "Charity Flow-Through Shares") that will qualify as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") at a price of C$3.17 per Charity Flow-Through Share (the "Issue Price") for gross proceeds of C$20,002,700 (the "Offering"). The Company has granted the Underwriters an option to sell such number of additional Charity Flow-Through Shares as is equal to 15% of the number of Charity Flow-Through Shares sold under the Offering at the Issue Price (the "Underwriters' Option"). The Underwriters' Option will be exercisable, in whole or in part, at any time up until 48 hours prior to the closing date of the Offering (the "Closing Date"). In consideration for the services provided to the Company in connection with the Offering, the Underwriters will be entitled to receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (the "Cash Commission") and such number of broker warrants ("Broker Warrants") as is equal to the number of Charity Flow-Through Shares sold under the Offering. Each Broker Warrant will entitle the holder thereof to acquire one common share of the Company at a price of C$1.95 for a period of 24 months following the closing date of the Offering. For the avoidance of doubt, the Cash Commission will be paid from the Company's cash on hand and not from the gross proceeds received by the Company under the Offering. The Offering is expected to close on or about June 16, 2025, and is subject to certain conditions including the receipt of all necessary approvals such as the approval of the TSX Venture Exchange (the "Exchange"). The Company will use the gross proceeds of the Offering to incur Qualifying Expenditures (as defined here) on the Company's flagship Golddigger-Surebet Gold Project, located in British Columbia, Canada. The gross proceeds from the Charity Flow-Through Shares will be used to incur exploration expenses that qualify as "Canadian exploration expenses" as defined in subsection 66.1(6) of the Tax Act, "flow-through mining expenditures" as defined in subsection 127(9) of the Tax Act for purposes of the mineral exploration tax credit, and for individual subscribers resident in British Columbia, "BC flow-through mining expenditures" as defined in subsection 4.721(1) of the Income Tax Act (British Columbia) (the "Qualifying Expenditures"). Such expenses will be incurred on or before December 31, 2026, and renounced to the subscribers with an effective date no later than December 31, 2025. The "BC mining flow-through share tax credit" allows individual residents of British Columbia who invest in flow-through shares to claim a provincial non-refundable tax credit in an amount equal to 20% of such subscriber's "BC flow-through mining expenditures". In connection with the Offering, certain purchasers of Charity Flow-Through Shares intend to subsequently (i) donate some or all of such Charity Flow-Through Shares to registered charities, who may sell such Charity Flow-Through Shares to purchasers arranged by the Underwriters, and/or (ii) sell some or all of such Charity Flow-Through Shares to purchasers arranged by the Underwriters, in each case on the Closing Date (such Charity Flow-Through Shares described in (i) and (ii), being the "Re-Offer Shares"), and at a price of C$1.95 per Re-Offer Share. Sales of Re-Offer Shares may be made to purchasers located in (i) each of the provinces of Canada, other than Québec, pursuant to the Listed Issuer Financing Exemption, (ii) the United States pursuant to available exemptions from the registration requirements of applicable United States securities laws, and (iii) such other jurisdictions provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Charity Flow-Through Shares will be offered for sale to purchasers resident in Canada, except Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Charity Flow-Through Shares issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company's issuer profile on SEDAR+ at and on the Company's website at Prospective investors should read the offering document before making an investment decision. The Broker Warrants and shares that will be issuable upon the exercise thereof (if any) will be issued pursuant to available exemptions under NI 45-106 other than the Listed Issuer Financing Exemption and, accordingly, will be subject to a hold period expiring four months and one day following the closing date of the Offering. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. About Goliath Resources Limited Goliath is an explorer of precious metals projects in the prolific Golden Triangle of northwestern British Columbia. All of its projects are in high quality geological settings and geopolitical safe jurisdictions amenable to mining in Canada. Goliath is a member and active supporter of CASERM which is an organization that represents a collaborative venture between Colorado School of Mines and Virginia Tech. Goliath's key strategic cornerstone shareholders include Crescat Capital, McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), Mr. Rob McEwen, a Global Commodity Group based in Singapore, Mr. Eric Sprott and Mr. Larry Childress. This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking statements in this news release include statements regarding the Offering (including the completion of the Offering on the terms and timeline as announced or ats all, the tax treatment of the Charity Flow-Through Shares, the timing to incur and renounce all Qualifying Expenditures in favour of the subscribers, and the use of proceeds of the Offering), and the Company's ability to obtain all regulatory approvals, including the approval of the Exchange. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting the Company's business and results of operations; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise. Neither the 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. SOURCE Goliath Resources Limited View original content: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Cision Canada
29-05-2025
- Business
- Cision Canada
Goliath Resources Announces Bought Deal Private Placement of Charity Flow-Through Financing for Gross Proceeds of C$20,002,700
TORONTO, May 29, 2025 /CNW/ - Goliath Resources Limited (TSXV: GOT) (OTCQB: GOTRF) (Frankfurt: B4IF) (the " Company" or " Goliath") is pleased to announce that it has entered into an agreement with Stifel Nicolaus Canada Inc. to act as sole bookrunner and lead underwriter, together with a syndicate of underwriters (collectively, the " Underwriters"), in connection with a "bought deal" private placement offering by the Company of 6,310,000 common shares of the Company (the " Charity Flow-Through Shares") that will qualify as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada) (the " Tax Act") at a price of C$3.17 per Charity Flow-Through Share (the " Issue Price") for gross proceeds of C$20,002,700 (the " Offering"). The Company has granted the Underwriters an option to sell such number of additional Charity Flow-Through Shares as is equal to 15% of the number of Charity Flow-Through Shares sold under the Offering at the Issue Price (the " Underwriters' Option"). The Underwriters' Option will be exercisable, in whole or in part, at any time up until 48 hours prior to the closing date of the Offering (the " Closing Date"). In consideration for the services provided to the Company in connection with the Offering, the Underwriters will be entitled to receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (the " Cash Commission") and such number of broker warrants (" Broker Warrants") as is equal to the number of Charity Flow-Through Shares sold under the Offering. Each Broker Warrant will entitle the holder thereof to acquire one common share of the Company at a price of C$1.95 for a period of 24 months following the closing date of the Offering. For the avoidance of doubt, the Cash Commission will be paid from the Company's cash on hand and not from the gross proceeds received by the Company under the Offering. The Offering is expected to close on or about June 16, 2025, and is subject to certain conditions including the receipt of all necessary approvals such as the approval of the TSX Venture Exchange (the " Exchange"). The Company will use the gross proceeds of the Offering to incur Qualifying Expenditures (as defined here) on the Company's flagship Golddigger-Surebet Gold Project, located in British Columbia, Canada. The gross proceeds from the Charity Flow-Through Shares will be used to incur exploration expenses that qualify as "Canadian exploration expenses" as defined in subsection 66.1(6) of the Tax Act, "flow-through mining expenditures" as defined in subsection 127(9) of the Tax Act for purposes of the mineral exploration tax credit, and for individual subscribers resident in British Columbia, "BC flow-through mining expenditures" as defined in subsection 4.721(1) of the Income Tax Act (British Columbia) (the " Qualifying Expenditures"). Such expenses will be incurred on or before December 31, 2026, and renounced to the subscribers with an effective date no later than December 31, 2025. The "BC mining flow-through share tax credit" allows individual residents of British Columbia who invest in flow-through shares to claim a provincial non-refundable tax credit in an amount equal to 20% of such subscriber's "BC flow-through mining expenditures". In connection with the Offering, certain purchasers of Charity Flow-Through Shares intend to subsequently (i) donate some or all of such Charity Flow-Through Shares to registered charities, who may sell such Charity Flow-Through Shares to purchasers arranged by the Underwriters, and/or (ii) sell some or all of such Charity Flow-Through Shares to purchasers arranged by the Underwriters, in each case on the Closing Date (such Charity Flow-Through Shares described in (i) and (ii), being the " Re-Offer Shares"), and at a price of C$1.95 per Re-Offer Share. Sales of Re-Offer Shares may be made to purchasers located in (i) each of the provinces of Canada, other than Québec, pursuant to the Listed Issuer Financing Exemption, (ii) the United States pursuant to available exemptions from the registration requirements of applicable United States securities laws, and (iii) such other jurisdictions provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (" NI 45-106"), the Charity Flow-Through Shares will be offered for sale to purchasers resident in Canada, except Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the " Listed Issuer Financing Exemption"). As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Charity Flow-Through Shares issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company's issuer profile on SEDAR+ at and on the Company's website at Prospective investors should read the offering document before making an investment decision. The Broker Warrants and shares that will be issuable upon the exercise thereof (if any) will be issued pursuant to available exemptions under NI 45-106 other than the Listed Issuer Financing Exemption and, accordingly, will be subject to a hold period expiring four months and one day following the closing date of the Offering. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " 1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. About Goliath Resources Limited Goliath is an explorer of precious metals projects in the prolific Golden Triangle of northwestern British Columbia. All of its projects are in high quality geological settings and geopolitical safe jurisdictions amenable to mining in Canada. Goliath is a member and active supporter of CASERM which is an organization that represents a collaborative venture between Colorado School of Mines and Virginia Tech. Goliath's key strategic cornerstone shareholders include Crescat Capital, McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), Mr. Rob McEwen, a Global Commodity Group based in Singapore, Mr. Eric Sprott and Mr. Larry Childress. This press release contains statements that constitute "forward-looking information" (" forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking statements in this news release include statements regarding the Offering (including the completion of the Offering on the terms and timeline as announced or ats all, the tax treatment of the Charity Flow-Through Shares, the timing to incur and renounce all Qualifying Expenditures in favour of the subscribers, and the use of proceeds of the Offering), and the Company's ability to obtain all regulatory approvals, including the approval of the Exchange. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting the Company's business and results of operations; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
Yahoo
27-05-2025
- Business
- Yahoo
New Found Gold Announces C$49 Million Bought Deal Financing and C$20 Million Private Placement: Continued Support with Lead Orders by Strategic Investor Eric Sprott
The Base Shelf Prospectus is accessible, and the Prospectus Supplement will be accessible within two business days, through SEDAR+ VANCOUVER, British Columbia, May 27, 2025 (GLOBE NEWSWIRE) -- New Found Gold Corp. ('New Found Gold' or the 'Company')(TSX-V: NFG, NYSE-A: NFGC) has announced today that it has entered into an agreement with BMO Capital Markets and SCP Resource Finance LP, on behalf of themselves and a syndicate of underwriters (collectively, the 'Underwriters') led by BMO Capital Markets and SCP Resource Finance LP, under which the Underwriters have agreed to buy, on a bought deal basis, 21,400,000 charity flow-through common shares of the Company (the 'Charity Flow-Through Common Shares') at a price of C$2.29 per Charity Flow-Through Common Share for aggregate gross proceeds of approximately C$49 million (the 'Offering'). The Company has granted the Underwriters an option, exercisable at the offering price up to 30 days following the closing of the Tranche 1 (as defined below), to purchase up to an additional 15% of the Charity Flow-Through Common Shares issued in connection with the Offering. Each Charity Flow-Through Common Share will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada). Subsequent to the Offering, the Company also expects to complete a non-brokered private placement of up to 12,269,939 non-flow-through common shares (the 'Common Shares') at a price of C$1.63 per Common Share of the Company for gross proceeds of approximately C$20 million (the 'Private Placement' and, together with the Offering, the 'Financing'). The Common Shares issued pursuant to the Private Placement will be subject to a statutory hold period of 4 months and one day. The Private Placement is subject to the Company receiving all necessary approvals, including shareholder approval and the approval of the TSX Venture Exchange (the 'TSXV') and authorization of the NYSE American LLC (the 'NYSE American'). Eric Sprott has indicated his intention to participate in the Offering to maintain his approximate 19% shareholdings and the Private Placement for such number of Common Shares that results in Mr. Sprott holding more than 20% of the issued and outstanding common shares of the Company. Following the closing of the Private Placement, the Company expects that Mr. Sprott will become a new 'Control Person' (as defined in the policies of the TSXV) and, therefore, the Company intends to obtain disinterested shareholder approval in accordance with the TSXV policies prior to the closing of the Private Placement. Keith Boyle, CEO of New Found Gold, commented, 'With a significant lead order by Eric Sprott on both the Offering and the Private Placement, the proceeds from the Financing will allow us to advance the Queensway Gold Project to the development stage. Mr. Sprott has been a highly supportive shareholder in the Company since its early days and we thank him for his continued support as we embark on this next chapter for the Company.' The gross proceeds from the Offering will be used by the Company to incur eligible 'Canadian exploration expenses' that qualify as 'flow-through mining expenditures' as such terms are defined in the Income Tax Act (Canada) (the 'Qualifying Expenditures') related to the Company's Queensway Gold Project ('Queensway'), on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers for the Charity Flow-Through Common Shares effective on or before December 31, 2025. The gross proceeds from the Private Placement will be used by the Company to advance its 100% owned Queensway Gold Project ('Queensway') and for general corporate and working capital purposes. The Charity Flow-Through Common Shares will be offered in all of the provinces and territories of Canada, excluding Quebec and Nunavut by way of a prospectus supplement (the 'Prospectus Supplement') to the Company's short form base shelf prospectus dated May 23, 2025 (the 'Base Shelf Prospectus'). The Charity Flow-Through Common Shares will also be offered by way of a U.S. prospectus supplement forming part of the Company's registration statement on Form F-10 in the United States. The closing of the Offering will consist of an initial tranche ('Tranche 1') that is expected to close on or about June 3, 2025 as well as a second tranche ('Tranche 2') that is expected to close on or about June 12, 2025. Tranche 1 will consist of 15,265,000 Charity Flow-Through Common Shares to be issued pursuant to the Offering. Tranche 2 will consist of 6,135,000 Charity Flow-Through Common Shares to be issued pursuant to the Offering. Both closings are subject to the Company receiving all necessary regulatory approvals, including the approval of the TSXV and authorization of the NYSE American. Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendments thereto are provided in Canada in accordance with securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to such documents. The Base Shelf Prospectus is, and the Prospectus Supplement will be (within two business days from the date hereof), accessible through SEDAR+ at An electronic or paper copy of the Prospectus Supplement, the Base Shelf Prospectus, and any amendment to these documents, may be obtained, without charge, from BMO Nesbitt Burns Inc., Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@ and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@ by providing BMO Capital Markets with an email address or mailing address, as applicable. Copies of the Base Shelf Prospectus and Prospectus Supplement, when available, can be found under the Company's profile on SEDAR+ at and a copy of the registration statement and the Prospectus Supplement can be found on EDGAR at 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 Charity Flow-Through Common Shares or the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. About New Found Gold New Found Gold holds a 100% interest in Queensway, located in Newfoundland and Labrador, a Tier 1 jurisdiction with excellent infrastructure and a skilled local workforce. The Company has completed an initial mineral resource estimate at Queensway (see New Found Gold news release dated March 24, 2025). A fully funded preliminary economic assessment is underway, with completion scheduled for late Q2/25. Recent drilling continues to yield new discoveries along strike and down dip of known gold zones, pointing to the district-scale potential of the 175,600 hectare project that covers a 110 km strike extent along two prospective fault zones. New Found Gold has a new management team in place, a solid shareholder base, which includes a 19% holding by Eric Sprott, and is focused on growth and value creation at Queensway. Please see the Company's SEDAR+ profile at and the Company's EDGAR profile at Keith BoyleChief Executive OfficerNew Found Gold Corp. Contact For further information on New Found Gold, please visit the Company's website and contact us through our investor inquiry form or contact: Fiona Childe, Ph.D., President, Communications and Corporate DevelopmentPhone: +1 (416) 910-4653Email: contact@ 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 press release contains certain 'forward-looking statements' within the meaning of Canadian securities legislation relating to the Financing, the closing of the Tranche 1 and Tranche 2 and the timing thereof, the closing of the Private Placement, including obtaining shareholder approval and the timing thereof, the proceeds of the Financing and the use of such proceeds; the approval by the TSXV and authorization by the NYSE American; and the tax treatment of the Charity Flow-Through Common Shares. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words 'expects', 'plans', 'anticipates', 'believes', 'interpreted', 'intends', 'estimates', 'projects', 'aims', 'suggests', 'indicate', 'often', 'target', 'future', 'likely', 'encouraging', 'pending', 'scheduled', 'potential', 'goal', 'objective', 'opportunity', 'prospective', 'possibly', 'preliminary', and similar expressions, or that events or conditions 'will', 'would', 'may', 'can', 'could' or 'should' occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSXV, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with the Company receiving all approvals necessary for the completion of the Financing, including shareholder approval of the Private Placement, and the timing of such approvals, and the tax treatment of the Charity Flow-Through Common Shares. The reader is urged to refer to the Company's Annual Information Form and Management's Discussion and Analysis, publicly available through the Canadian Securities Administrators' System for Electronic Data Analysis and Retrieval+ (SEDAR+) at and on the Securities Exchange Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system at for a more complete discussion of such risk factors and their potential in to access your portfolio
Cision Canada
02-05-2025
- Business
- Cision Canada
Viridian Metals Announces Financing to Accelerate Critical Metals Exploration in Labrador
VANCOUVER, BC, May 2, 2025 /CNW/ - Viridian Metals Inc. (CSE: VRDN) (" Viridian" or the " Company") is pleased to announce its intention to close a non brokered private placement comprised of Charity Flow-Through Units, Flow-Through Units, and Hard Dollar Units (the " Offering") for combined total proceeds of up to $1,900,000. The Offering will be comprised of a combination of: "Charity Flow-Through Units" at $0.75 per unit Each Charity Flow-Through Unit is comprised of one "flow-through" common share and one full warrant exercisable at $0.75 for 36 months from the date of issuance, subject to certain acceleration provisions in favour of the Company "Flow-Through Units" at $0.60 per unit Each Flow-Through Unit is comprised of one "flow-through" common share and one-half warrant exercisable at $0.75 for 36 months from the date of issuance "Hard Dollar Units" at $0.50 per unit Each Hard Dollar Unit is comprised of one common share and one full warrant exercisable at $0.75 for 36 months from the date of issuance, subject to certain acceleration provisions in favour of the Company Use of Proceeds The gross proceeds raised through the issuance of Flow-Through Units and Charity Flow-Through Units must be used by the Company to incur eligible Canadian exploration expenses that qualify as "flow-through critical mineral mining expenditure" within the meaning of the Income Tax Act (Canada) at the Company's Labrador mining projects. The applicable expenditures will be renounced to subscribers to the Flow-Through Units and Charity Flow-Through Units with an effective date on or before December 31, 2025. Funds will support surface geochemistry, geophysics, and drill targeting. Proceeds from the Hard Dollar Units will be used for general working capital and corporate purposes. Tyrell Sutherland, President & CEO of Viridian Metals, commented: "This financing will significantly strengthen our balance sheet, bringing total available capital to over $2.5 million. With funding in place, we're positioned to aggressively advance both the Kraken and Sedna projects. We see a clear opportunity to unlock value across multiple targets in one of the most prospective critical metals districts in Canada." Closing & Regulatory Notes The Offering is expected to close in one or more tranches, and not earlier than May 9, 2025, subject to customary closing conditions and regulatory approvals, including the approval of the Canadian Securities Exchange (the " CSE"). All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. No finder's fees are anticipated in connection with the Offering. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. About Viridian Metals Viridian Metals is a leader in generative metal exploration with a focus on environmental responsibility and ethical practices. Founded to discover new critical metals deposits capable of transforming supply chains, we leverage innovative technologies and methods to enhance efficiency and sustainability in jurisdictions leading the energy transition. Viridian maintains expertise in a range of critical metals with a primary focus on copper, nickel and cobalt. Viridian's commitment to environmental responsibility and ethical practices ensure that its projects contribute meaningfully to the green transition, creating sustainable value for all stakeholders. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE accepts responsibility for the adequacy or accuracy of this release. Cautionary Statement Regarding Forward Looking Information This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes, but is not limited to, information regarding the plans and expectations of the Company and expectations in respect of other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to the Company, including information obtained from third-party industry analysts and other third-party sources, and are based on management's current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects the Company's current beliefs and is based on information currently available to it and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to the factors set forth in the Company's Filing Statement dated October 28, 2024 under the caption "Risk Factors". Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
