NOT FOR DISSEMINATION IN
The Offering will consist of any combination of (i) units of the Company (“Units”) at a price of
If during the exercise period of the Warrants the closing price of the common shares of the Company is at a price equal to or greater than
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units, FT Units and Premium Units will be offered for sale to purchasers resident in
The gross proceeds raised from the sale of the FT Shares comprising the FT Units and Premium Units will be used for exploration activities in
The funds raised in this Offering will focus on completing a 5,000 – 7,000 metre drill program to infill and expand the Montclerg and Aljo gold systems (see Table 1 for highlighted assay results). In addition, the Company is planning an aggressive summer field campaign to follow-up on new orogenic gold and VMS targets at the
Table 1: Goldarm Drill Highlights from 2021-2023
Hole ID | From (m) | To (m) | Length (m) | Au (g/t) | Zone |
MTC-21-001 | 62.5 | 90.0 | 27.5 | 1.56 | Upper Main |
and | 126.0 | 166.5 | 40.5 | 0.78 | |
incl. | 130.8 | 138.0 | 7.3 | 2.20 | |
MTC-21-004 | 39.8 | 64.0 | 24.2 | 0.73 | Upper Main |
and | 75.7 | 86.1 | 10.4 | 1.24 | |
incl. | 81.0 | 85.1 | 4.1 | 2.37 | |
and | 230.5 | 246.0 | 15.5 | 1.23 | Lower Footwall |
incl. | 241.7 | 245.0 | 3.3 | 3.09 | |
MTC-21-005 | 86.0 | 112.0 | 26.0 | 4.82 | Upper Footwall |
incl. | 94.3 | 96.1 | 1.8 | 15.96 | |
and | 103.8 | 109.3 | 5.5 | 12.32 | |
and | 118.9 | 120.6 | 1.7 | 11.29 | |
MTC-21-006 | 98.3 | 105.8 | 7.5 | 8.34 | Upper Footwall |
incl. | 98.3 | 101.0 | 2.7 | 15.04 | |
MTC-21-007 | 65.4 | 95.6 | 31.1 | 1.40 | Upper Main |
and | 108.0 | 131.0 | 23.0 | 1.11 | |
MTC-21-009 | 45.0 | 60.0 | 15.0 | 1.23 | Upper Main |
MTC-21-010 | 79.5 | 106.5 | 27.0 | 1.05 | Upper Main |
incl. | 89.6 | 100.5 | 10.9 | 1.84 | |
MTC-22-015 | 24.0 | 57.5 | 33.5 | 1.32 | MC West |
incl. | 24.0 | 28.7 | 4.7 | 5.15 | |
MTC-22-018 | 52.0 | 57.9 | 5.9 | 3.51 | MC West |
incl. | 53.9 | 56.0 | 2.1 | 7.93 | |
MTC-22-019 | 112.6 | 118.1 | 5.5 | 4.38 | Upper Footwall |
incl. | 112.6 | 116.0 | 3.4 | 6.37 | |
MTC-22-020 | 22.4 | 34.1 | 11.7 | 1.07 | Upper Main |
and | 97.0 | 105.3 | 8.3 | 4.95 | Upper Footwall |
incl. | 102.8 | 105.3 | 2.5 | 12.83 | |
MTC-22-021 | 50.3 | 72.0 | 21.7 | 1.51 | Upper Main |
incl. | 62.2 | 64.0 | 1.8 | 8.17 | |
MTC-22-023 | 17.6 | 88.0 | 70.4 | 1.60 | Upper Main |
incl. | 35.2 | 42.0 | 6.8 | 2.43 | |
incl. | 76.2 | 81.0 | 4.8 | 4.97 | |
and | 124.5 | 133.2 | 8.7 | 2.46 | Upper Footwall |
incl. | 131.4 | 133.2 | 1.8 | 7.75 | |
MTC-22-029 | 104.4 | 111.5 | 7.1 | 4.98 | Upper Footwall |
incl. | 104.4 | 107.6 | 3.2 | 7.02 | |
incl. | 110.4 | 111.5 | 1.1 | 7.79 | |
MTC-22-030 | 71.0 | 86.0 | 15.0 | 3.40 | Upper Footwall |
incl. | 71.0 | 74.0 | 3.0 | 6.21 | |
also incl. | 81.9 | 82.9 | 1.0 | 17.50 | |
MTC-22-031 | 285.2 | 292.6 | 7.4 | 2.78 | Lower Footwall |
incl. | 290.3 | 292.6 | 2.3 | 7.83 | |
and | 300.4 | 302.0 | 1.6 | 4.59 | Lower Footwall |
MTC-22-034 | 79.5 | 94.6 | 14.5 | 1.37 | |
incl. | 85.2 | 86.8 | 1.6 | 3.97 | |
and | 161.7 | 171.0 | 9.3 | 5.26 | Upper Footwall |
incl. | 163.9 | 168.3 | 4.4 | 10.77 | |
MTC-22-035 | 72.0 | 85.2 | 13.2 | 2.31 | |
incl. | 77.0 | 82.1 | 5.1 | 4.07 | |
and | 125.3 | 141.3 | 16.0 | 9.85 | Upper Footwall |
incl. | 130.3 | 137.8 | 7.5 | 14.99 | |
MTC-22-036 | 79.0 | 85.0 | 6.0 | 9.63 | Upper Footwall |
incl. | 80.5 | 84.0 | 3.5 | 15.40 | |
MTC-22-039 | 79.8 | 83.3 | 3.3 | 4.32 | Upper Footwall |
incl. | 80.7 | 83.3 | 2.6 | 5.74 | |
and | 88.0 | 98.3 | 10.3 | 3.95 | |
MTC-22-041 | 76.2 | 81.0 | 4.8 | 4.89 | Upper Footwall |
incl. | 81.0 | 80.1 | 1.1 | 14.40 | |
MTC-22-042 | 96.4 | 119.0 | 22.6 | 1.48 | |
and | 307.3 | 312.3 | 5.0 | 8.46 | Lower Footwall |
incl. | 309.3 | 312.3 | 2.0 | 16.40 | |
ALJ-22-002 | 62.1 | 75.0 | 12.9 | 3.03 | |
incl. | 67.5 | 68.1 | 0.6 | 59.80 | |
and | 79.0 | 93.9 | 14.9 | 1.32 | |
incl. | 85.3 | 86.2 | 0.9 | 10.90 | |
and | 101.0 | 105.3 | 4.3 | 6.58 | |
incl. | 103.2 | 104.2 | 1.0 | 27.40 | |
MTC-23-048 | 88.0 | 92.1 | 4.1 | 4.10 | Upper Footwall |
incl. | 89.8 | 92.1 | 2.3 | 6.30 | |
MTC-23-054 | 73.1 | 81.2 | 8.1 | 9.97 | Upper Footwall |
incl. | 75.9 | 78.9 | 3.0 | 16.95 | |
MTC-23-057 | 254.5 | 256.8 | 2.3 | 2.25 | |
and | 346.0 | 348.7 | 2.7 | 10.21 | Lower Footwall |
incl. | 346.0 | 347.5 | 1.5 | 16.20 | |
and | 375.5 | 376.7 | 1.2 | 2.42 | Lower Footwall |
incl. | 375.5 | 376.2 | 0.7 | 3.84 | |
MTC-23-059 | 424.2 | 437.0 | 12.8 | 4.79 | Lower Footwall |
incl. | 424.2 | 432.3 | 8.1 | 6.37 | |
incl. | 428.0 | 432.3 | 4.3 | 10.05 | |
MTC-23-060 | 63.1 | 88.0 | 24.9 | 1.05 | Upper Main |
and | 95.7 | 137.5 | 41.8 | 0.92 | |
MTC-23-062 | 72.4 | 85.2 | 12.8 | 3.09 | Upper Main |
incl. | 74.0 | 76.9 | 2.9 | 9.76 | |
ALJ-23-004 | 6.5 | 20.8 | 14.3 | 0.95 | |
and | 125.7 | 132.0 | 6.3 | 3.65 | |
130.9 | 132.0 | 1.1 | 18.4 | ||
and | 350.5 | 354.0 | 3.6 | 13.35 | |
incl. | 350.5 | 351.9 | 1.4 | 32.94 | |
ALJ-23-011 | 4.5 | 15.6 | 11.1 | 0.57 | Aljo |
and | 59.6 | 78.6 | 19.0 | 1.39 | |
incl. | 59.6 | 60.4 | 0.8 | 9.11 | |
and | 86.2 | 103.7 | 17.5 | 1.86 | |
incl. | 88.4 | 92.0 | 3.6 | 4.98 |
*Drill intercepts are presented using a 0.20 g/t Au cut-off and as drilled length with a minimum 0.5 gram-metre product. Composites include internal dilution of up to 3 m at grades less than 0.2 g/t Au. Included intervals are calculated using a 3 g/t cut-off at a minimum 5 gram-metre product unless otherwise stated. True width is estimated to be
The Offering is scheduled to close on or about
The Company may pay finder's fees on a portion of the Offering of up to 6% of the aggregate gross proceeds raised. The finder's fees shall be paid in accordance with applicable securities laws and the policies of the
It is anticipated that certain directors, officers and other insiders of the Company will acquire Units under the Offering. Such participation will be considered to be "related party transactions" within the meaning of TSX Venture Exchange Policy 5.9 (the "Policy") and Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101") adopted in the Policy. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61-101).
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "
About
GFG is a North American precious metals exploration company focused on district scale gold projects in tier one mining jurisdictions,
All scientific and technical information contained in this press release has been prepared under the supervision of
Sampling protocols, quality control and assurance measures and geochemical results related to historic drill core samples quoted in this news release have not been verified by the Qualified Person and therefore must be regarded as estimates. Potential quantity and grade are conceptual in nature. There has been insufficient exploration to define a mineral resource on any of the Company’s properties, and it is uncertain if future exploration will result in any such property being delineated as a mineral resource.
For further information, please contact:
or
Phone: (306) 931-0930
Email: info@gfgresources.com
Website: www.gfgresources.com
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CAUTION REGARDING FORWARD-LOOKING INFORMATION
All statements, other than statements of historical fact, contained in this news release constitute “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (referred to herein as “forward-looking statements”). Forward-looking statements include, but are not limited to, disclosure regarding the completion of the Offering and potential gross proceeds to be raised pursuant thereto, the receipt of all applicable regulatory approvals, the prospective nature of the Company’s property interests, exploration plans and expected results, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; planned use of proceeds, expenditures and budgets and the execution thereof. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results, “may”, “could”, “would”, “will”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.
All forward-looking statements are based on various assumptions, including, without limitation, the expectations and beliefs of management, the receipt of applicable regulatory approvals. availability of financing, the assumed long-term price of gold, that the current exploration and other objectives concerning its mineral projects can be achieved and that its other corporate activities will proceed as expected; that the current price and demand for gold will be sustained or will improve; the continuity of the price of gold and other metals, economic and political conditions and operations; the prospective nature of the Company’s properties, availability of financing, and that general business and economic conditions will not change in a materially adverse manner.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of GFG to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks and uncertainties related to the completion of the Offering as presently proposed or at all, the failure to obtain all applicable regulatory approvals; actual results of current exploration activities; environmental risks; future prices of gold; operating risks; accidents, labour issues and other risks of the mining industry; delays in obtaining government approvals or financing; and other risks and uncertainties. These risks and uncertainties are not, and should not be construed as being, exhaustive.
Although GFG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. In addition, forward-looking statements are provided solely for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements in this news release are made as of the date hereof and GFG assume no obligation to update any forward-looking statements, except as required by applicable laws.
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