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Soma Gold Corp. (TSXV: SOMA,OTC:SMAGF) (WKN: A2P4DU) (OTC: SMAGF) ("Soma" or the "Company") is pleased to announce it has closed the second and final tranche of its previously announced non-brokered private placement (the "Offering") under the Listed Issuer Financing Exemption ("LIFE Exemption") pursuant to Part 5A of National Instrument 45-106 Prospectus Exemptions and the further exercise of the greenshoe option.
Under the second tranche, the company issued and sold an additional 1,508,260 units (each, a "Unit") at a price of CAD$1.15 per Unit, for aggregate gross proceeds of approximately CAD$1,734,500 . In total, the Company has sold and issued an aggregate of 14,997,826 Units for aggregate gross proceeds of approximately CAD$17.25 million over both tranches of the Offering.
Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional Common Share at an exercise price of CAD$2.00 per Common Share for a period of 36 months from the date of issuance. The Warrants are subject to an Accelerated Exercise provision that stipulates that if the shares of the Company trade above $3.00 for a period of 30 days, the Warrants will expire 30 days after such date unless exercised earlier.
The proceeds from the Offering will support SOMA's ongoing mill expansion efforts, installation of ore sorting infrastructure, accelerated exploration and development of the Nechi mine, and general working capital needs.
"We are extremely pleased to have successfully closed this oversubscribed financing. The strong demand we received, including participation from strategic investors, gives us the flexibility to aggressively advance our growth plans while continuing to build long-term value for shareholders," said Geoff Hampson , CEO of Soma Gold Corp.
In connection with the second tranche of the Offering, the Company paid an aggregate CAD$104,070 in cash commissions and issued an aggregate 90,496 finder's warrants (the "Finder's Warrants") in connection with the Offering. Each Finder's Warrant entitles the holder to acquire one additional common share at a price of $2.00 for a period of 36 months following the date of issuance.
An offering document related to the Offering is available under the Company's profile on SEDAR+ and on Soma's website at www.somagoldcorp.com . The Offering remains subject to the final approval of the TSXV Venture Exchange.
The Units issued have not and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption. The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT Soma Gold Corp.
Soma Gold Corp. (TSXV: SOMA,OTC:SMAGF) is a profitable mining company focused on gold production and exploration. The Company owns over 43 sq. kilometers of mineral concessions following the prolific OTU fault in Antioquia, Colombia and two fully permitted mills located within 25 kilometers of each other, with a combined milling capacity of 675 tpd. The El Bagre Mill operates at 450 TPD and the el Limon mill is slated to restart operations in Q3 2025. Internally generated funds are being used to finance a regional exploration program.
With a solid commitment to sustainability and community engagement, Soma Gold Corp. is dedicated to achieving excellence in all aspects of its operations.
The Company also owns an exploration property near Tucuma, Para State, Brazil that is currently under option to Ero Copper Corp.
On behalf of the Board of Directors
"Geoff Hampson"
Chief Executive Officer and President
Reader Advisory & Forward-Looking Information
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and are often, but not always, identified by words such as "anticipate," "believe," "expect," "intend," "plan," "continue," "estimate," "may," "will," "should," "could," or similar expressions and include statements regarding: the closing of the Offering; the receipt of all necessary regulatory approvals, including TSX Venture Exchange approval and the anticipated use of proceeds.
Forward-looking statements are based on the Company's current expectations and assumptions, including expectations and assumptions concerning the prevailing market conditions, availability of capital resources, and other factors that management believes are reasonable in the circumstances. However, forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those anticipated in such statements. These risks include, but are not limited to: the failure to receive necessary approvals; use of funds as described; fluctuations in commodity prices and currency exchange rates; exploration, development, and operational risks inherent in the mining industry; risks related to global financial markets and economic conditions; and those risks set out in the Company's public disclosure record available at www.sedarplus.ca .
Readers are cautioned not to place undue reliance on forward-looking statements. 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 required by applicable securities laws.
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.
SOURCE Soma Gold Corp.
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