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VANCOUVER, BC / ACCESS Newswire / March 13, 2025 / Relevant Gold Corp. (TSXV:RGC)(OTCQB:RGCCF) (the "Company" or "Relevant Gold") is pleased to announce that it has closed tranche 2 ("Tranche 2") of its previously announced non-brokered private placement (see news releases dated Feb. 21, 2025 and Feb. 28, 2025) consisting of 23,527,333 common shares ("Common Shares") at a price of $0.30 per Common Share for gross proceeds of $7,058,199.90 and together with the first tranche which closed on February 28, 2025 an aggregate of 28,447,333 Common Shares for aggregate gross proceeds of $8,534,199.90 (the "Offering").
In connection with Tranche 2, the Company entered into subscription agreements dated February 28, 2025 with each of Kinross Gold Corporation ("Kinross") (NYSE:KGC, TSX:K) and Mr. William G. Bollinger ("Bollinger") pursuant to which Kinross agreed to purchase 15,410,000 Common Shares and Bollinger agreed to purchase 8,070,000 Common Shares. Upon closing of Tranche 2, each of Kinross and Bollinger will hold 19.9% of the issued and outstanding Common Shares of the Company.
Upon closing of Tranche 2, the Company entered into an amended and restated investor rights agreement with Kinross to amend and restate the investor rights agreement entered into on July 8, 2024. The Company also entered into an investor rights agreement with Bollinger. Each investor rights agreement will confer on the investor certain participation rights, information rights and the right to nominate a member to the board of directors of the Company.
All securities issued in connection with Tranche 2 of the Offering are subject to a four-month Canadian restricted resale period that expires, with respect to resales in Canada, on July 14, 2025, and applicable securities legislation hold periods outside of Canada.
Proceeds from the Offering will be used to fund exploration activities at the Company's projects in Wyoming, USA, and for general working capital.
The participation of Bollinger in the private placement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101") since Bollinger held more than 10% of the issued and outstanding Common Shares prior to giving effect to the Offering. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by Bollinger will exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or solicitation of an offer to sell any 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 Relevant Gold Corp.
Relevant Gold Corp. is a North American gold exploration company founded by experienced exploration geologists and operated by a highly respected team with a proven record of significant value creation for shareholders. Relevant Gold is focused on the acquisition, exploration, discovery, and development of district-scale gold projects in the state of Wyoming - one of the most mining-friendly jurisdictions in the United States and globally.
On behalf of Relevant Gold Corp.,
Rob Bergmann, Chief Executive Officer
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Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
For further information about Relevant Gold Corp. or this news release, please visit our website at www.relevantgoldcorp.com or contact Rob Bergmann, President and CEO, or Kristopher Jensen, Manager of Investor Relations, at 763-760-4886 or by email at investorrelations@relevantgoldcorp.com.
Cautionary Note Regarding Forward-Looking Statements and Historical Information
This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events of Relevant Gold Corp. ("Relevant" or "Relevant Gold" or "the Company"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "outlook" and similar expressions) are not statements of historical fact and may be forward looking information. Forward looking information involves known and unknown risks, uncertainties and other factors which 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 risks include, among others, the inherent risk of the mining industry; adverse economic and market developments; the risk that the Company will not be successful in completing additional acquisitions; risks relating to the estimation of mineral resources; the possibility that the Company's estimated burn rate may be higher than anticipated; risks of unexpected cost increases; risks of labour shortages; risks relating to exploration and development activities; risks relating to future prices of mineral resources; risks related to work site accidents, risks related to geological uncertainties and variations; risks related to government and community support of the company's projects; risks related to global pandemics and other risks related to the mining industry. The Company believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking information should not be unduly relied upon. These statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update any forward‐looking information except as required by law. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors.
The scientific and technical contents of this release have been approved by Mr. Brian C. Lentz, CPG #11999, Chief Exploration Officer of the Company, who is a "Qualified Person" as defined by Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Projects). Mr. Lentz is not independent of the Company.
