Montréal, Québec--(Newsfile Corp. - January 3, 2025) - Bullion Gold Resources Corp. (TSXV: BGD) ("Bullion Gold" or the "Corporation") announces that it has closed a private placement (the "Offering"), pursuant to which it has issued 4,910,000 units of common stock (the "Units") of the Company at a price of $0.05 per unit and 2,899,285 units of flow-through shares (the "Flow-Through Units") at a price of $0.07, for gross proceeds of $448,450.
Each unit consists of one common share and one common share purchase warrant, each warrant entitling its holder to purchase one additional common share in the capital of the Company for a period of 36 months from the closing date of the private placement, at a purchase price of $0.08 per common share. Each Flow-Through Unit is comprised of one Flow-Through Share and one-half common share purchase warrant (each whole, a "Warrant"), each Warrant entitling its holder to purchase one additional Common Share in the capital of the Company for a period of 12 months from the closing date of the private placement, at a purchase price of $0.10 per common share.
Related Party Transaction
Three insiders of the Corporation subscribed for a total of 760,000 Units and 650 Flow-Through Units under the Offering, which is a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuances to the insider are exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Corporation's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related party did not exceed 25% of the Corporation's market capitalization. The Corporation did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Corporation were not settled until shortly prior to closing and the Corporation wished to close on an expedited basis for sound business reasons.
In connection with the Offering, the Company paid a finder's fee of 7% in cash ($5,915 total) and issued 84,500 finder's warrants total ("Finder's Warrants") to 2 intermediaries. Each finder's warrant is exercisable to acquire one additional common share at a price of $0.05 per warrant for a period of 36 months from issuance.
All securities issued pursuant to the Offering will be subject to a hold period of four (4) months and one day ending on April 24, 2025. The placement is subject to final approval by the TSX Venture Exchange.
Early Warning Disclosure
Jean-David Moore, a director of the Company, will file an early warning report as required by applicable Canadian securities laws following the acquisition of shares of the Company under the Offer.
Immediately prior to the closing of the Offer, Mr. Moore beneficially owned 5,632,000 common shares of the Company and 150,000 convertible securities. Following the closing of the Offer, Mr. Moore beneficially owns or otherwise exercises control or direction over 6,632,000 common shares of the Company and 650,000 convertible securities, representing 9.91% of the Company's issued and outstanding shares as of January 3, 2024, on a non-diluted basis, and representing 10.88% of the Company's issued and outstanding shares as of January 3, 2024, on a partially diluted basis, triggering the early warning report filing.
The shares acquired by Mr. Moore are for investment purposes. Mr. Moore's future holdings in the securities of the Company may increase or decrease in accordance with applicable securities laws and based on various factors he may deem appropriate, including but not limited to Mr. Moore's investment criteria, market conditions, and other relevant circumstances.
Additional information regarding the foregoing matters will be available in the early warning reports filed under the Company's profile on www.sedarplus.ca.
About Bullion Gold Resources
Bullion Gold is involved in the identification, exploration, and development of viable mineral properties in the Province Quebec and British Columbia. For more information on the Corporation, visit www.bulliongold.ca
The TSX Venture Exchange and its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts no responsibility for the veracity or accuracy of its content.
Forward-Looking Statements: This press release contains forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. The forward-looking statements are based on certain key expectations and assumptions made by the Corporation. Although Bullion Gold believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Bullion Gold can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. In addition to other risks that may affect the forward-looking statements in this press release are those set out in the Corporation's management discussion and analysis of the financial condition and results of operations for the year ended December 31, 2023 and the third quarter ended September 30, 2024, which are available on the Corporation's profile at www.sedar.com. The forward-looking statements contained in this press release are made as of the date hereof and Bullion Gold undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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