Gold79 announces private placement financing of up to $1,000,000

Ottawa, Ontario–(Newsfile Corp. – November 7, 2022) – Gold79 Mines Ltd. (TSXV: AUU) (OTCQB: AUSVF) (“Gold79” or the “Company”) is pleased to announce the launch of a negotiated private placement to raise gross proceeds of up to $1,000,000, consisting of 28,571,428 Units (each a “Unit”), at $0.035 per Unit (the “Offer”). Each Unit consists of one common share of the Company and one whole common share purchase warrant (a “Warrant”). Each warrant entitles its holder to purchase one common share of the Company at a price of $0.05 per share for a period of 36 months following the date of issue. In addition, the Warrants will be redeemable during the 36-month period, at the Company’s option, if the 20-day volume-weighted average trading price of the Company’s common shares reaches or exceeds $0.08 during ten consecutive trading days based on transactions on the TSX Venture Exchange and alternative trading systems. Subscribers will be informed of the triggering of the appeal clause and will have a period of 30 days to exercise the warrants.

Derek Macpherson, President, CEO and Director, said: “As part of the recently announced exploration and option agreement for the Jefferson Canyon project, Kinross Gold Corp. has agreed to subscribe for $275,000 (US$200,000) in the private placement. In addition, the management and directors of Gold79 expect to demonstrate their commitment to the Company by subscribing to a component of the financing. It is anticipated that this financing will enable the Company to complete a second round of drilling on the Gold Chain project in Arizona. »

All securities issued under the Offer would be subject to a statutory hold period of four months and one day from the date of issue. This offering is subject to the approval of the TSX Venture Exchange (“TSX-V”). The expected closing date of the first tranche of the Offer is November 14, 2022.

The offering will be made by the company using the prospectus exemption for existing securityholders under OSC Rule 45-501. Ontario Prospectus and Registration Exemptions and other equivalent provisions of applicable securities laws in other jurisdictions in Canada (collectively, the “existing securityholder exemptions”) as well as the “accredited investor” exemption under NI 45-106 Prospectus and registration exemptions as well as other exemptions available to the Company.

The Company will make the Offer available to all shareholders of the Company on or after November 4, 2022 (the “Record Date”) who are eligible to participate under the exemptions for existing securityholders and who have notified the Company no later than November 10, 2022. 2022 at 5:00 p.m. (Eastern time) of their intention to participate in the Offer. The exemptions for existing securityholders limit a shareholder to a maximum investment of $15,000 unless the shareholder certifies in the subscription agreement that he has obtained advice regarding the suitability of the investment from a stockbroker. registered placement or otherwise qualifies for another private placement exemption. .

In the subscription agreement, shareholders will be required to certify the number of common shares of the Company held on the record date and the total number of units they wish to subscribe. Each shareholder existing on the record date will be entitled to purchase such number of units equal to at least his pro rata share of the common shares held on the record date, subject to a minimum subscription of $4,500 . Any additional Units available will be allocated by the Company based on subscriptions received and Units available. Orders will be processed by the Company on a first come, first served basis, so it is possible that a subscription received from a shareholder will not be accepted by the Company if the Offering is oversubscribed. Any person who becomes a shareholder of the Company after the record date will not be entitled to participate in the offer under the exemptions for existing securityholders.

It is expected that approximately 50% of the total proceeds raised under the offering will be used for exploration and drilling expenditures related to the Gold Chain, Arizona project; approximately 25% will be used for working capital and general corporate purposes; approximately 15% will be used to pay the management fees of corporate officers; and, approximately 10% will be used to repay promissory notes with executives that have funded working capital and corporate overhead from August 2022 to date.

It is expected that certain officers and directors of the Company will participate in the Offering. With the exception of subscribing to Kinross, Gold79 may pay commissions to qualified intermediaries in Canada in connection with the offering. Any finder’s fee paid would be in accordance with the policies of the TSX-V.

The securities offered will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in the United States.

About Gold79 Mines Ltd.

Gold79 Mines Ltd. is a TSX Venture Exchange listed company focused on building ounces in the Southwestern United States. Gold79 holds a 100% call option on three gold projects: the Jefferson Canyon Gold Project and the Tip Top Gold Project, both located in Nevada, USA, and the Gold Chain Project, located in Arizona, USA. -United. In addition, Gold79 holds a 36.6% interest in the Greyhound project in Nunavut, Canada, as part of a joint venture by Agnico Eagle Mines Limited.

For more information regarding this press release, contact:
Derek Macpherson, President and CEO
Phone: 416-294-6713
Email: [email protected]
Website: www.gold79mines.com.

Book a 30 minute meeting with our CEO here.

Stay connected with us:
Twitter: @Gold79Mines
Facebook: https://www.facebook.com/Gold79Mines
LinkedIn: https://www.linkedin.com/company/gold79-mines-ltd/

FORWARD-LOOKING STATEMENTS:

This press release may contain forward-looking statements that are made as of the date hereof and are based on current expectations, forecasts and assumptions that involve risks and uncertainties associated with our business, including the proposed private placement or any future placement private, uncertainty as to whether further exploration will result in the target(s) being defined as Mineral Resources, capital expenditures, operating costs, Mineral Resources, recovery rates, grades and awards, estimated objectives, expansion and growth of the business and operations, plans and references to the future successes of the Company with its business and the economic environment in which the business operates. All such statements are made pursuant to the provisions of the “safe harbor” and are deemed to be forward-looking statements under applicable Canadian securities laws. All statements contained herein that are statements of historical facts may be deemed to be forward-looking statements. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. We caution readers of this release not to place undue reliance on our forward-looking statements, as a number of factors could cause actual results or conditions to differ materially from current expectations. Please refer to the risks set out in the Company’s most recent annual MD&A and in the Company’s continuous disclosure documents which can be viewed on SEDAR at www.sedar.com. Gold79 does not intend and disclaims any obligation, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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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