Augusta Gold Corp. (TSX:G; OTCQB:AUGG; FSE:11B) (“
Augusta
Gold” or the “
Company”) is pleased to
announce that it has entered into an agreement with Eight Capital,
to act as the lead underwriter and sole bookrunner on its own
behalf and, if applicable, on behalf of a syndicate of underwriters
(collectively, the “
Underwriters”), pursuant to
which the Underwriters have agreed to purchase, on a bought deal
underwritten basis, 5,847,954 units of Augusta Gold (the
“
Units”) at a price of C$1.71 per Unit for
aggregate gross proceeds of approximately C$10 million (the
“
Offering”). Each Unit will be comprised of one
share of the Company’s common stock and one-half of one common
stock purchase warrant (each whole common stock purchase warrant, a
“
Warrant”). Each Warrant will entitle the holder
to acquire one share of the Company’s common stock for a period of
36 months following the closing of the Offering at a price of
C$2.30.
In addition, Augusta Gold has agreed to grant
the Underwriters an option (the “Over-Allotment
Option”), exercisable at any time, in whole or in part,
until the date that is 30 days following the closing of the
Offering, to purchase up to an additional 15% of the number of
Units. The Over-Allotment Option may be exercised for the purpose
of covering over-allotments made in connection with the Offering
and for market stabilization purposes. The Offering is expected to
close on or about January 18, 2023, subject to customary closing
conditions, including the approval of the Toronto Stock
Exchange.
Augusta Gold intends to use the net proceeds of
the Offering for the advancement of the Bullfrog Project, and for
working capital and general corporate purposes.
The Offering is being made in the United States
pursuant to a preliminary prospectus supplement to the base
prospectus contained in the shelf registration statement on Form
S-3 (No. 333-266055) that was filed by Augusta Gold with the
Securities and Exchange Commission (the “SEC”) on
July 8, 2022 and declared effective by the SEC on August 18, 2022,
and in Canada pursuant to the final northbound multijurisdictional
disclosure system base shelf prospectus dated August 18, 2022 that
was filed with the securities regulators in each of the provinces
and territories of Canada other than Québec (collectively, the
“Canadian Regulators”). The Offering is being made
only by means of a U.S. and Canadian preliminary prospectus and
accompanying base prospectus. Prospective investors should
carefully read the preliminary prospectus supplement, the final
prospectus supplement, when available, the accompanying base
prospectus and related registration statement.
An underwriting agreement, as well as the U.S.
or Canadian preliminary prospectus supplements, the final
prospectus supplements, when available, and accompanying base
prospectus relating to and describing the terms of the Offering
have been or will be filed with the SEC and the Canadian
Regulators, and will be available on the SEC’s website at
www.sec.gov and at www.sedar.com under Augusta Gold’s profile.
Copies of the underwriting agreement, the U.S. or Canadian
preliminary prospectus supplements, the final prospectus
supplements, when available, and the accompanying base prospectus
relating to the offering may also be obtained, when available, by
contacting Eight Capital Attention: Enoch Lee at 647-265-8217 or
email: elee@viiicapital.com.
This news release shall not constitute an offer
to sell or a solicitation of an offer to buy these or any other
securities. There shall not be any sale of these securities in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Enquiries
Telephone: 604-638-1468Email:
info@augustagold.com
About Augusta Gold
Augusta Gold is an exploration and development
company focused on building a long-term business that delivers
stakeholder value through developing the Reward and Bullfrog gold
projects and pursuing accretive M&A opportunities. The Reward
and Bullfrog gold projects are located in the prolific Bullfrog
mining district approximately 120 miles north-west of Las Vegas,
Nevada and just outside of Beatty, Nevada. The Company is led by a
management team and board of directors with a proven track record
of success in financing and developing mining assets and delivering
shareholder value.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements and information contained in
this new release constitute “forward-looking statements”, and
“forward-looking information” within the meaning of applicable
securities laws (collectively, “forward-looking statements”). These
statements appear in a number of places in this news release and
include statements regarding our intent, or the beliefs or current
expectations of our officers and directors, including the
anticipated closing date of the Offering, the anticipated use of
proceeds of the Offering and our focus on building a long-term
business that delivers stakeholder value through developing the
Reward and Bullfrog gold projects and pursuing accretive M&A
opportunities. When used in this news release words such as “to
be”, "will", "planned", "expected", "potential", “anticipated” and
similar expressions are intended to identify these forward-looking
statements. Although the Company believes that the expectations
reflected in such forward-looking statements and/or information are
reasonable, undue reliance should not be placed on forward-looking
statements since the Company can give no assurance that such
expectations will prove to be correct. These statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or events to vary materially from those
anticipated in such forward-looking statements, including the
risks, uncertainties and other factors identified in the Company's
periodic filings with Canadian Regulators and the SEC. Such
forward-looking statements are based on various assumptions,
including assumptions made with regard to assumptions about future
prices of gold, and other metal prices, currency exchange rates and
interest rates, favourable operating conditions, political
stability, obtaining governmental approvals and financing on time,
obtaining renewals for existing licenses and permits and obtaining
required licenses and permits, labour stability, stability in
market conditions, the impact from the pandemic of the novel
coronavirus (COVID-19), availability of equipment, the availability
of drill rigs, the timing of the publication of any updated mineral
resource estimates. While the Company considers these assumptions
to be reasonable, based on information currently available, they
may prove to be incorrect. Except as required by applicable law, we
assume no obligation to update or to publicly announce the results
of any change to any forward-looking statement contained herein to
reflect actual results, future events or developments, changes in
assumptions or changes in other factors affecting the
forward-looking statements. If we update any one or more
forward-looking statements, no inference should be drawn that we
will make additional updates with respect to those or other
forward-looking statements. You should not place undue importance
on forward-looking statements and should not rely upon these
statements as of any other date. All forward-looking statements
contained in this news release are expressly qualified in their
entirety by this cautionary note.
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