Gold Mountain Mining Corp. ("
Gold Mountain" or the
"
Company") (TSX:GMTN) (OTCQB:GMTNF) (FRA:5XFA),
announced today that it has entered into an agreement with Eight
Capital, as lead underwriter and sole bookrunner on behalf of a
syndicate of underwriters (collectively, the
“
Underwriters”), pursuant to which the
Underwriters have agreed to purchase, on a bought deal basis,
9,600,000 units of the Company (the “
Units”) at a
price of $1.25 per Unit (the “
Issue Price”) for
aggregate gross proceeds of $12,000,000 (the
“
Offering”).
Each Unit consists of one common share in the
capital of the Company, and one-half of one common share purchase
warrant (each whole warrant, a “Warrant”). Each
Warrant is exercisable into one common share of the Company at an
exercise price of $1.75 for a period of 24 months from the closing
of the Offering.
In addition, Gold Mountain has granted the
Underwriters an option (the “Over-Allotment
Option”), exercisable at any time, in whole or in part,
for a period of 30 days following the closing of the Offering, to
purchase up to an additional 1,440,000 Units (or the components
thereof) at the Issue Price to cover over-allotments, if any, and
for market stabilization purposes. In the event the over-allotment
option is exercised in full, the aggregate gross proceeds of the
Offering will be $13,800,000.
The net proceeds of the Offering will be used
for the development of the Elk Gold Project, and for working
capital and general corporate purposes.
The Offering will be conducted in each of the
provinces of Canada, other than Quebec, by way of a prospectus
supplement to the Company’s short form base shelf prospectus dated
December 8, 2021 (the “Prospectus Supplement”).
The Units may also be offered in the United States on a private
placement basis pursuant to applicable exemptions from the
registration requirements of the United States Securities Act of
1933, as amended (the “1933 Act”) and applicable
state securities laws, and in other offshore jurisdictions provided
that no prospectus filing or comparable obligation arises. Gold
Mountain intends to file the Prospectus Supplement with the
securities regulatory authorities in each of the provinces of
Canada, other than Quebec, which will be available on SEDAR under
the Company's profile at www.sedar.com.
The Offering is scheduled to close on or about
April 21, 2022 and is subject to customary closing conditions,
including listing of the Shares on the Toronto Stock Exchange and
any required approvals of the exchange and applicable securities
regulatory authorities.
The Units have not been and will not be
registered under the 1933 Act, or any state securities laws.
Accordingly, the Units may not be offered or sold within the United
States, its territories or possessions, any state of the United
States or the District of Columbia (collectively, the
“United States”) except in transactions exempt
from the registration requirements of the U.S. Securities Act and
applicable state securities laws. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
any Units within the United States.
About Gold Mountain Mining
Gold Mountain is a British Columbia based gold
and silver exploration and development company focused on resource
expansion at the Elk Gold Project, a producing mine located 57 KM
from Merritt in South Central British Columbia. Additional
information is available at www.sedar.com or on the Company's new
website at www.gold-mountain.ca.
For further information, please contact:
Gold Mountain Mining Corp.Phone:
778.262.0933Email: IR@gold-mountain.caWebsite:
www.gold-mountain.caTwitter: www.twitter.com/goldmtnmine_
Forward-Looking Statements
This news release includes certain
"forward-looking statements" under applicable Canadian securities
legislation. Forward- looking statements include statements that
are based on assumptions as of the date of this news release and
are not purely historical including any information or statements
regarding beliefs, plans, expectations or intentions regarding the
future and often, but not always, use words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or
"does not anticipate", "plans", "estimates" or "intends", or
stating that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties and other factors
which may cause the actual results and future events to differ
materially from those expressed or implied by such forward-looking
statements. Such factors include, but are not limited to: general
business, economic, competitive, political and social
uncertainties; delay or failure to receive board, shareholder or
regulatory approvals; the price of gold; and the results of current
exploration. 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.
Accordingly, readers should not place undue reliance on
forward-looking statements. Gold Mountain disclaims any intention
or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law. For a comprehensive overview of all
risks that may impact the Company, please see the Annual
Information Form for the year ended January 31, 2021 a copy of
which was filed on November 4, 2021 and is available on SEDAR.
Neither the Toronto Stock Exchange nor the
Investment Industry Regulatory Organization of Canada accepts
responsibility for the adequacy or accuracy of this press
release.
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