Golden Ridge Resources Completes $1,450,000 Financing
July 8, 2021 - Golden Ridge Resources Ltd. (TSXV:GLDN) ("Golden Ridge" or the "Company") has completed the previously announced financing (see new release of June 25, 2021) wherein the Company has issued today 5,370,370 units (the "Units") at a price of $0.27 for gross proceeds of $1,450,000 (the "Offering"). Each Unit consists of one common share and one-half of one common share purchase warrant (each whole warrant at "Warrant") of Company. Each Warrant entitles the subscriber to purchase one additional common share for at an exercise price of $0.50 per common share until July 8, 2023.
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation that is beneficially owned by him, acquired 5,000,000 Units for total consideration of $1,350,000. Prior to the Offering Mr. Sprott beneficially owned or controlled 6,000,000 common shares and 3,000,000 warrants of the Company. As a result of the current Offering, Mr. Sprott beneficially owns or controls 11,000,000 common shares of the Company and 5,500,000 warrants collectively (the "Sprott Warrants"), representing approximately 19.6% of the issued and outstanding common shares of the Company on a non-diluted basis and approximately 26.8% of the issued and outstanding common shares of the Company on a partially diluted basis, assuming the exercise of the Sprott Warrants.
The Units were acquired by Mr. Sprott for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of Golden Ridge, including on the open market or through private acquisitions, or sell securities of the company, including on the open market or through private dispositions in the future, depending on market conditions, reformulation of plans and/or other factors that Mr. Sprott considers relevant from time to time.
A copy of Mr. Sprott's early-warning report will be filed under Golden Ridge's profile on SEDAR and may also be obtained by calling Mr. Sprott's office at 416-945-3294 (200 Bay St., Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
Mr. Sprott has provided an undertaking not to exercise the Sprott Warrants (if doing so would result in his non-diluted ownership interest exceeding 20%) until the Company has obtained such shareholder approval at the Company's next annual general meeting to be held on or before December 18, 2021.
Mr. Sprott is an insider of the Company and as such his participation in the Offering is considered a related party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSX Venture Exchange Policy 5.9 (which incorporates by reference MI 61-101). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to related party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Units to be purchased on behalf of Mr. Sprott nor the consideration to be paid by him exceeds 25% of the Company's market capitalization.
Proceeds raised from the Offering will be used for general working capital and to further the Company's Newfoundland project portfolio.
All securities issued pursuant to the Offering will be subject to a statutory four month and one day hold period under applicable securities laws expiring on November 9, 2021.
None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States 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.
About Golden Ridge
Golden Ridge is a TSX-V listed exploration company engaged in acquiring and advancing mineral properties located in Newfoundland and British Columbia. Golden Ridge is currently focused on exploration and development of its portfolio of exploration assets in Newfoundland. The company owns a 100% interest in the 1,700-hectare Hank copper-gold-silver-lead-zinc property and the 3,000 hectare Hickman copper-gold property located in the Golden Triangle district, approximately 140 kilometres north of Stewart, British Columbia and has a portfolio of exploration projects in Newfoundland.
ON BEHALF OF THE BOARD OF DIRECTORS OF
"Mike Blady"
Mike Blady
President and Chief Executive Officer
For more information regarding this news release, please contact:
Mike Blady, CEO and Director
T: 250-717.3151
W: www.goldenridgeresources.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements that constitute "forward-looking Information", as such term is used in applicable Canadian securities laws. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.
Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. There can be no assurance that the Fundamental Acquisition will be completed as proposed or at all.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; the Covid-19 pandemic; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate, future legislative and regulatory developments in the mining sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company's expectations, as well as other assumptions risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company's public disclosure documents filed on the SEDAR website at www.sedar.com.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE 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.
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