Gossan Completes $396,000 Private Placement
Winnipeg, February 24, 2021 - Gossan Resources Ltd. (TSXV: GSS) (FSE: GSR) (Xetra: GSR) (the "Company") has completed a non-brokered private placement offering (the "Offering") of 6,600,000 units ("Units") of the Company at a purchase price of $0.06 per Unit, for aggregate gross proceeds of $396,000. Each Unit consists of one common share ("Common Share") in the capital of the Company and one Common Share purchase warrant (a "Warrant") of the Company. Each Warrant is exercisable to acquire one Common Share at a price of $0.08 until December 21, 2021; and thereafter, at a price of $0.12 until expiry on December 21, 2022.
The net proceeds from the Offering will be used for general corporate and working capital purposes. All securities issued in connection with the Offering are subject to a statutory hold period of four months and one day from the closing date, expiring on June 25, 2021. The offering is subject to receipt of final acceptance of the TSX Venture Exchange.
The Offering constituted a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as a certain director of the Company, subscribed for an aggregate of 100,000 Units pursuant to the Offering. Prior to the completion of the Offering, the director held, directly or indirectly, 275,000 Common Shares of the Company and 350,000 stock options of the Company, representing approximately 0.82% of the Company's issued and outstanding Common Shares on a non-diluted basis and approximately 0.91% of the Company's issued and outstanding Common Shares on a partially diluted basis. Upon completion of the Offering, the director now beneficially owns and controls, directly or indirectly, 375,000 Common Shares, 100,000 Warrants and 350,000 stock options, representing approximately 0.80% of the Company's issued and outstanding Common Shares on a non-diluted basis and approximately 1.74% of the Company's issued and outstanding Common Shares on a partially diluted basis. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by the director does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
As consideration for introducing certain purchasers of Units to the Company, the Company paid an eligible person (the "Finder") a cash commission of $17,064, being equal to 6% of the aggregate gross proceeds of the Offering with respect to the subscribers introduced to the Company by such Finder. In addition, the Company issued an aggregate of 284,400 finder warrants (the "Finder Warrants") to the Finder, being equal to 6% of the aggregate number of Units sold under the Offering attributable to the Finder. Each Finder Warrant entitles the holder thereof to acquire one Common Share at a price of $0.08 per Common Share until expiry on December 21, 2022.
The securities issued pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United states or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news 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 any jurisdiction in which such offer, solicitation or sale would be unlawful.
Gossan Resources Ltd. continues to seek new financeable resource projects in Newfoundland, Manitoba, Ontario, and throughout North America. The Company is launching a new gold initiative with the acquisition of the 9,050-hectare Gander Gold Property in Newfoundland which was recently expanded to 10,950 hectares, and now, the 975-hectare Weir Pond and 1,050-hectare Island Pond Properties. The Company holds a broadly diversified portfolio of multi-element properties prospective for hosting gold, base metals and platinum group elements, as well as specialty "green-battery metals", vanadium, titanium, tantalum, lithium and chromium. Gossan also has a deposit of high-purity, magnesium-rich dolomite, and holds advance and production royalty interests in a high-purity silica sand deposit. All of Gossan's mineral exploration and development properties are located in Manitoba, Northwestern Ontario and now, Newfoundland. The Company's most recent focus is the exploration of its Sturgeon Lake Property, located in the zinc-copper-silver rich polymetallic Sturgeon Lake Greenstone Belt of Northwestern Ontario. The Company trades on the TSX Venture and the Frankfurt/Freiverkehr & Xetra Exchanges and currently has 46,856,400 common shares outstanding.
For further information, please bookmark www.gossan.ca or contact:
Douglas Reeson, Chairman & CFO
Gossan Resources Ltd.
Kathy Ringland, Office Manager
Tel : (204) 943-1990
Cautionary Statement on Forward-Looking Information
Neither the TSX Venture Exchange ("TSXV") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, uncertainty over the outcome of any litigious matters, the Company's objectives, goals or future plans, statements regarding exploration results and exploration plans. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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