Vancouver, British Columbia--(Newsfile Corp. - April 14, 2025) - Sanu Gold Corporation (CSE: SANU) (OTCQB: SNGCF) ("Sanu Gold" or the "Company") is pleased to announce the closing of its non-brokered private placement (the "Placement") previously announced on March 25, 2025. Under the Placement, the Company issued an aggregate 45,892,860 common shares (each, a "Common Share") at a price (or deemed price) of C$0.28 per Common Share. The Company raised aggregate gross proceeds of C$10,703,998 in cash from the sale of 38,228,566 Common Shares. The Company received 848,222 Montage Shares (defined below) as consideration in exchange for the issuance of 7,664,294 Common Shares, as set out in more detail below.
Montage Gold Corp. (TSXV: MAU) (OTCQX: MAUTF) ("Montage Gold"), AngloGold Ashanti plc ("AngloGold") & the Lundin Family and associates (the "Lundin Family") participated in the Placement to largely maintain each of their respective pro rata equity interests in the Company, of approximately 19.53%, 10.0% and 10.0%, respectively, following completion of the Placement. Montage Gold has rights to top up to its pro rata equity interest to 19.9% of Sanu Gold in a future financing.
The participation by Montage Gold in the Placement was completed through a share exchange transaction (the "Share Exchange Transaction"), whereby Montage issued Sanu Gold 848,222 common shares of Montage Gold (each, a "Montage Share") at a deemed price of C$2.53 per Montage Share and for value of approximately C$2,146,001.66, in exchange for the issuance of the equivalent value of 7,664,294 Common Shares at a deemed price of C$0.28 per Common Share.
The net proceeds from the Placement will be allocated to further exploration efforts, including ground geophysics and the expansion of drilling programs on the Company's Daina and Diguifara Gold Exploration Permits in Guinea, West Africa, as well as the Bantabaye Exploration Permit. Additionally, funds may support the acquisition of potential new exploration permits and will provide general working capital for the Company. All securities issued pursuant to the Placement are subject to a four-month and one day hold period under applicable Canadian securities laws. In connection with the Placement, the Company paid total finder's fees and expenses of C$375,000.
Montage Gold (the "Related Party") acquired 7,664,294 Common Shares under the Placement for total consideration of C$2,146,001.66 (paid in Montage Shares). The participation by the Related Party in the Placement constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Common Shares issued to or the consideration paid by the Related Party exceeds 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 Sanu Gold Located within the Siguiri Basin, a world class gold district that is host to several operating mines and major new discoveries, Sanu Gold is exploring three high quality gold exploration permits in Guinea, West Africa. The Company has defined multi-kilometer long gold-bearing structures on each of the gold exploration permits, with multiple high-value drill targets and is targeting multi-million ounce gold discoveries. Sanu Gold is operated by a highly experienced team, with successful records of discovery, resource development and mine permitting.
Martin Pawlitschek President & CEO, Sanu Gold Corp.
For further information regarding Sanu Gold, please visit the Company's website at www.sanugoldcorp.com or contact:
This news release contains certain statements that may be deemed "forward-looking statements" with respect to the Company within the meaning of applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "indicates", "opportunity", "possible" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release include, but are not limited to, the expected use of proceeds from the Placement, the non-objection by the Canadian Securities Exchange in respect of the Placement and the Share Exchange Transaction, and final approval by the TSX Venture Exchange of the Share Exchange Transaction. Although Sanu Gold believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, the Company's plans for exploration on its properties and ability to execute on plans, ability to raise sufficient capital to fund its obligations under its property agreements going forward, ability to maintain its material property agreements, mineral tenures and concessions in good standing, to explore and develop its projects; changes in economic conditions or financial markets; the inherent hazards associated with mineral exploration and mining operations, future prices of gold and other metals, changes in general economic conditions and local risks in the jurisdiction (Guinea) in which it operates, accuracy of mineral resource and reserve estimates, the potential for new discoveries, the ability of the Company to obtain the necessary permits and consents required to explore, drill and develop the projects and if obtained, to obtain such permits and consents in a timely fashion relative to the Company's plans and business objectives for the projects; the general ability of the Company to monetize its mineral resources; changes in environmental and other laws or regulations that could have an impact on the Company's operations, compliance with environmental laws and regulations, dependence on key management personnel; general competition in the mining industry availability of capital and financing; general economic, market or business conditions, regulatory changes; timeliness of regulatory approvals as well as those factors discussed in the Company's public disclosure record. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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