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Otso Gold Announces Closing of US$5 Million Private Placement

(TheNewswire)

Otso Gold Corp.

October 19, 2021 TheNewswire - Toronto, ON Further to its press releases dated September 28, 2021 and October 4, 2021, Otso Gold Corp. (" Otso " or the " Company "), (TSXV:OTSO) (OTC:FIEIF) is pleased to announce the closing of a non-brokered private placement of 105,650,000 units (each, a " Unit ") to Brunswick Gold Ltd (" BGL ") at a price of $0.06 per Unit for aggregate proceeds of US$5,000,000 (the " Offering "). Each Unit consists of one common share (each, a " Common Share ") and one common share purchase warrant (each, a " Warrant ").  Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.08 per share for a period of five years from the date of issuance.

The proceeds from the Offering will be deployed by Otso to continue its ramp up to production and for working capital during production.

Additionally, the Company is pleased to confirm that the National Instrument 43-101 Technical Report prepared by John T Boyd Company, the summary of which was announced on August 20, 2021, has been filed on SEDAR.

Further Details of Offering

All  securities  issued  in  connection  with  the  Offering  will  be  subject  to  a  statutory  hold  period  of  four  months plus a day from the date of issuance in accordance with applicable securities legislation.

The Offering is considered a ‘related party transaction' within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101 ").  The Company has relied on exemptions from the formal valuation and majority of minority approval requirements in sections 5.5(b) and 5.7(a) of MI 61-101 in respect to completing the Offering, as the fair market value of BGL's participation was not be more than 25% of the Company's market capitalization.

The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to the closing of the Offering and the Company wished to close on an expedited basis for business reasons.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described  in  this  news  release  in  the  United  States.  Such  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, accordingly, may not be offered or sold within the United States, or to or for the  account  or  benefit  of  persons  in  the  United  States  or  "U.S.  Persons",  as  such  term  is  defined  in  Regulation  S  promulgated  under  the  U.S.  Securities  Act,  unless  registered  under  the  U.S.  Securities  Act  and applicable state securities laws or pursuant to an exemption from such registration requirements.

For further information, please contact:

Clyde Wesson
Vice President
1 917 287 0716

info@otsogold.com
www.otsogold.com

Caution

The Company cautions that it has not defined or delineated any proven or probable reserves for the Otso Mine Project and mineralization estimates may therefore require adjustment or downward revision based upon further exploration or development work or actual production experience. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The Company also cautions that the decision by the Company to proceed to develop the Otso Mine Project and extract mineralization proceeded without the Company first establishing reserves supported by a technical report and completing a pre-feasibility or feasibility study.  Accordingly, there is a higher risk of technical and economic failure at Otso because development proceeded without first establishing reserves supported by a technical report and completing a feasibility study.  This is particularly relevant as the Company has proceeded with development at Otso on indicated and inferred resources without first completing a preliminary economic report.

Forward-looking Statements

This press release contains forward-looking statements regarding the Company based on current expectations and assumptions of management, which involve known and unknown risks and uncertainties associated with our business and the economic environment in which the business operates. All such statements are forward-looking statements under applicable Canadian securities legislation. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. We caution our readers of this press release not to place undue reliance on our forward-looking statements as a number of factors could cause actual results or conditions to differ materially from current expectations. Please refer to the risks set forth in the Company's continuous disclosure documents that can be found on SEDAR ( www.sedar.com ) under the Company's issuer profile. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

About the Company

Otso Gold Corp. wholly owns the Otso Gold Mine near the town of Raahe in Finland. The Otso Gold Mine is developed, fully permitted, has all infrastructure in place, two open pits and is progressing towards production in October 2021.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Copyright (c) 2021 TheNewswire - All rights reserved.

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Trojan Gold Inc. Announces Non-Brokered Private Placement

Trojan Gold Inc. (CSE: TGII) (the "Company" or "Trojan") is pleased to announce a private placement financing consisting of the sale of up to 10,000,000 units (the "Units") and 5,000,000 flow-through units (the "FT Units") in the capital of the Company at a price of CDN$0.05 per Unit and CDN$0.10 per FT Unit for aggregate gross proceeds of a minimum of CDN$350,000 and a maximum of CDN$1,000,000 (the "Offering").

Each Unit will consist of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Unit Warrant"). Each Unit Warrant will entitle the holder thereof to purchase one Common Share in the capital of the Company for a price of CDN$0.08 for a period of 24 months from the date of the closing, subject to acceleration of the expiry date upon the occurrence of certain events.

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MONTAGE GOLD ANNOUNCES NOTICE OF ANNUAL GENERAL MEETING ALONG WITH PROPOSED DIRECTOR NOMINEES

Montage Gold Corp. ("Montage" or the "Company") (TSXV: MAU) (OTCQX: MAUTF) announces that it will hold its Annual General and Special Meeting (the "Meeting") on Friday, June 7, 2024 . The Notice of Meeting and Management Information Circular relating to the meeting has been mailed to shareholders and has been filed under the Company's profile at www.sedarplus.ca .

Montage Gold logo (CNW Group/Montage Gold Corp.)

The proposed slate of director nominees will consist of six individuals: Ron Hochstein , Richard P. Clark , Anu Dhir, David Field , Alessandro Bitelli and Martino De Ciccio . If elected, Ron Hochstein will be proposed as the Chair of the Board replacing Peter Mitchell who is not standing for re-election. In addition, Sasha Bukacheva and Hugh Stuart will not be standing for re-election as directors. With the successful transition of the previously announced new management team complete, Hugh Stuart , Kevin Ross , and Adam Spencer will be stepping down from their executive positions over the coming weeks.

Ron Hochstein , proposed Chair of the Board commented: "I would like to thank Peter Mitchell for his contributions and leadership during his time as Chair of the Board. I would also like to thank Sasha and Hugh for their contributions to the board during their tenure as directors. I also extend my gratitude to Hugh, Kevin, and Adam for their assistance during this transition phase for the Company as well as their significant contributions to the success of Montage over the years."

Shareholders as of the record date of April 26, 2024 , will be eligible to vote at the Meeting. Shareholders are encouraged to vote by proxy, which must be received by Endeavor Trust by 10:00 a.m. , Vancouver Time on Wednesday, June 5, 2024 .

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Montage Gold Corp. (TSXV: MAU) is a Canadian-listed company focused on becoming a premier multi-asset African gold producer, with its flagship Koné project, located in Côte d'Ivoire, at the forefront. Based on the Feasibility Study published in 2024, the Koné project ranks as one of the highest quality gold projects in Africa with a long 16-year mine life, low AISC of $998 /oz over its life of mine, and sizeable annual production of +300koz of gold over the first 8 years. Over the course of 2024, the Montage management team will be leveraging their extensive track record in developing projects in Africa to progress the Koné project towards an investment decision, thereby unlocking significant value for all its stakeholders.

FORWARD LOOKING STATEMENTS

This press release contains certain forward-looking information and forward-looking statements within the meaning of Canadian securities legislation (collectively, "Forward-looking Statements"). All statements, other than statements of historical fact, constitute Forward-looking Statements. Words such as "will", "intends", "proposed" and "expects" or similar expressions are intended to identify Forward-looking Statements. Forward looking Statements in this press release include statements related to the use of proceeds from the Offering; the final acceptance of the TSX Venture Exchange; the Company's mineral reserve and mineral resource estimates; the timing and amount of future production from the Koné project; expectations with respect AISC of the Koné project; anticipated mine life of the Koné project; and expected recoveries and grades of the Koné project. Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include uncertainties inherent in the preparation of mineral reserve and resource estimates and definitive feasibility studies such as the Mineral Reserve Estimate and the UFS, including but not limited to, assumptions underlying the production estimates not being realized, incorrect cost assumptions, unexpected variations in quantity of mineralized material, grade or recovery rates, unexpected changes to geotechnical or hydrogeological considerations, unexpected failures of plant, equipment or processes, unexpected changes to availability of power or the power rates, failure to maintain permits and licenses, higher than expected interest or tax rates, adverse changes in project parameters, unanticipated delays and costs of consulting and accommodating rights of local communities, environmental risks inherent in the Côte d'Ivoire, title risks, including failure to renew concessions, unanticipated commodity price and exchange rate fluctuations, risks relating to COVID-19, delays in or failure to receive access agreements or amended permits, and other risk factors set forth in the Company's 2023 AIF under the heading "Risk Factors". The Company undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Montage to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.

NON-GAAP MEASURES

This press release includes certain terms or performance measures commonly used in the mining industry that are not defined under International Financial Reporting Standards ("IFRS"), including cash costs and AISC (or "all-in sustaining costs") per payable ounce of gold sold and per tonne processed and mining, processing and operating costs reported on a unit basis. Non-GAAP measures do not have any standardized meaning prescribed under IFRS and, therefore, they may not be comparable to similar measures employed by other companies. The Company discloses "cash costs" and "all-in sustaining costs" and other unit costs because it understands that certain investors use this information to determine the Company's ability to generate earnings and cash flows for use in investing and other activities. The Company believes that conventional measures of performance prepared in accordance with IFRS, do not fully illustrate the ability of mines to generate cash flows. The measures, as determined under IFRS, are not necessarily indicative of operating profit or cash flows from operating activities. The measures cash costs and all-in sustaining costs and unit costs are considered to be key indicators of a project's ability to generate operating earnings and cash flows. Non-GAAP financial measures should not be considered in isolation as a substitute for measures of performance prepared in accordance with IFRS and are not necessarily indicative of operating costs, operating profit or cash flows presented under IFRS. Readers should also refer to our management's discussion and analysis, available under our corporate profile at www.sedarplus.ca for a more detailed discussion of how we calculate such measures.

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SOURCE Montage Gold Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2024/17/c6524.html

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