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Avanti Gold Corp. (CSE: AGC) (the "Company") is pleased to announce that, further to its news release dated July 7, 2025, it has closed the first tranche of a non-brokered private placement (the "Offering") for gross proceeds of $882,002, representing a portion of the total $1,400,000 Offering. The Company issued 25,200,073 units (the "Units") at a price of $0.035 per Unit.
Each Unit consists of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.05 for a period of 12 months following the closing date. No finder's fees were paid in connection with the first tranche.
The Common Shares and Warrants issued pursuant to the Offering are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on November 15, 2025, and are also considered "restricted securities" under Rule 144(a)(3) of the United States Securities Act of 1933, as amended (the "U.S. Securities Act").
Officers and directors of the Company participated in the Offering, acquiring an aggregate of 1,628,572 Units. Their participation constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the aggregate value of the Insiders' participation does not exceed 25% of the Company's market capitalization.
The net proceeds from the Offering will be used to pay annual license fees related to the Company's Misisi Gold Project in the Democratic Republic of Congo and for general working capital purposes.
The Company expects to close the remaining $518,000 of the Offering in the coming days. Upon completion, Martino De Ciccio, the lead investor in the Offering, will hold 9.9% of the Company on a partially diluted basis. In addition, Chairman Sir Sam Jonah, CEO Ian MacLean, and other board members and management will collectively own approximately 19% of the Company on a partially diluted basis following the full closing. As Insiders, their participation is also considered a "related party transaction" but is exempt from the valuation and minority approval requirements under MI 61-101, as neither the value of the Units issued to Insiders nor the consideration paid exceeds 25% of the Company's market capitalization.
About Avanti Gold Corp.
Avanti Gold Corp. is a gold exploration company focused on advancing its portfolio of high-potential projects in Africa. The Company's flagship asset, the Misisi Project in the Democratic Republic of Congo, hosts the Akyanga gold deposit, which contains an Inferred Mineral Resource of 44.3 million tonnes at an average grade of 2.37 g/t gold, totaling 3.1 million ounces of gold. The Misisi Project covers three contiguous 30-year mining leases totaling 133 km² along the Kibara Gold Belt, a 55-kilometre-long gold-bearing trend in a prolific metallogenic province.
Qualified Person
Ephraim Masibhera, a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), has reviewed and approved the scientific and technical information contained in this news release. Historical information presented herein should not be relied upon as it has not been verified by the Company's Qualified Person.
On behalf of the Board of Directors
Avanti Gold CORP.
Ian MacLean, CEO
Email:
imaclean@avantigoldcorp.com
Office: +1 (604) 808-6300
Neither the Canadian Securities Exchange (CSE) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. These risk and uncertainties include, but are not limited to, the risk factors set out in Avanti's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258842
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