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Vancouver, British Columbia--(Newsfile Corp. - January 9, 2025) - SALAZAR RESOURCES LIMITED (TSXV: SRL) (OTCQX: SRLZF) (FSE: CCG) ("Salazar" or the "Company") is pleased to announce an initial closing of the non-brokered private placement financing (the "Private Placement") previously announced. To date the Company has raised gross proceeds of $1,066,940 by issuing a total of 15,242,000 common shares (each a "Share"), at a price of $0.07 per Share. Management expects the balance of the Private Placement totalling 9,758,000 Shares for an additional $683,060, being fully subscribed, will be completed in the near future. Certain insiders are participating in the Financing. There is no finder's fee payable, and proceeds will be used for working capital, tenure payments, including tenure payments on recently acquired properties, and exploration.
All securities issued in the Private Placement are subject to a four-month hold period and to all necessary regulatory approvals, including the final acceptance of the TSX Venture Exchange
Nick DeMare, an insider of the Company, participated in the initial closing through his privately owned company, DNG Capital Corp., by purchasing an aggregate of 200,000 Shares. Participation of the insider in the offering constituted a "related party transaction" as defined under Multilateral Instrument 61‐101 - Protection of Minority Security Holders in Special Transactions ("MI 61‐101"), but was exempt from the formal valuation and minority shareholder approval requirements of MI 61‐101, as neither the fair market value of the securities issued to the insiders nor the consideration paid by the insiders exceeded 25% of the Company's market capitalization. None of the Company's directors expressed any contrary views or disagreements with respect to the foregoing. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the insiders of the Company had not been confirmed at that time.
This press 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 Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.
