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Anthony J. Cohen ("Mr. Cohen"), having an address at 1240 Bay Street, Suite 800, Toronto, Ontario, M5R 2A7, announces that he has filed an early warning report in respect of his holdings of common shares (the "Common Shares") of Plato Gold Corp. (TSXV: PGC,OTC:NIOVF) ("Plato Gold" or the "Company"), updating the early warning report he filed on September 5, 2018 (the "2018 Report").
Since the 2018 Report, Mr. Cohen, directly and through CEYX Properties Ltd., Prairie Fund Partners, Gulf & Pacific Equities Corp. and 1338823 Alberta ULC (collectively, the "Joint Actors"), acquired an aggregate of 9,342,863 Common Shares, representing approximately 4.05% of the currently outstanding Common Shares, through a combination of open-market purchases through the facilities of the TSX Venture Exchange, participation in private placements and other issuances by the Company between September 2018 and January 2026, and an acquisition of 58,529 Common Shares by inheritance. The Common Shares acquired by purchase were acquired at prices ranging from $0.015 to $0.05 per Common Share, for aggregate cash consideration of $412,007.50.
Immediately following the transaction disclosed in the 2018 Report, Mr. Cohen directly and indirectly owned and controlled 47,795,448 Common Shares and 750,000 stock options, representing approximately 24.58% of the then-outstanding Common Shares (assuming exercise of those options). As at the date of this news release, Mr. Cohen directly and indirectly owns and controls 57,138,311 Common Shares and 3,500,000 stock options, representing approximately 24.77% of the 230,665,717 issued and outstanding Common Shares on an undiluted basis, and approximately 25.90% assuming the issuance of Common Shares on exercise of those options.
The Common Shares were acquired for investment purposes. As announced by the Company on September 9, 2026, Plato Gold is proceeding with a non-brokered private placement of up to 3,000,000 critical mineral flow-through Common Shares at a price of $0.05 per share for aggregate gross proceeds of up to $150,000 (the "Offering"). Mr. Cohen intends to subscribe personally for flow-through Common Shares under the Offering, up to a maximum of 600,000 flow-through Common Shares (approximately $30,000), subject to the terms of the Offering, acceptance of the TSX Venture Exchange and completion of closing. No finder's fee will be paid in respect of Mr. Cohen's subscription. If Mr. Cohen subscribed for the maximum of 600,000 flow-through Common Shares and the Offering were fully subscribed, Mr. Cohen would directly and indirectly own and control 57,738,311 Common Shares, representing approximately 24.71% of the 233,665,717 Common Shares then outstanding (approximately 25.82% assuming exercise of his options). Mr. Cohen may in the future take such actions in respect of his holdings as he may deem appropriate in light of the circumstances then existing, including acquiring ownership of or control over additional Common Shares or other securities of the Company, or disposing of all or a portion of his holdings, in the open market or in privately negotiated transactions.
This early warning news release is issued under the early warning provisions of Canadian securities legislation, including National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
A copy of the early warning report to which this news release relates has been filed with the applicable securities commissions and can be found under the Company's profile on SEDAR+ at www.sedarplus.ca.
For further information, or to obtain a copy of the early warning report, please contact:
Anthony J. Cohen
1240 Bay Street, Suite 800
Toronto, Ontario, M5R 2A7
Telephone: (416) 968-0608
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements, including statements regarding Mr. Cohen's intended participation in the Offering and possible future purchases or sales of securities of the Company. Forward-looking statements are based on current expectations and are subject to risks and uncertainties, including the risk that the Offering is not completed on the terms described or at all. Mr. Cohen undertakes no obligation to update any forward-looking statement except as required by applicable securities laws.
