South Atlantic Announces Closing of Private Placement and Shares for Debt Arrangement

Core Viewpoint - South Atlantic Gold Inc. has successfully closed a non-brokered private placement offering, raising gross proceeds of C$4,200,000 through the issuance of 84,000,000 common shares at a price of C$0.05 per share [1]. Group 1: Offering Details - The offering included the payment of aggregate finders' fees amounting to C$43,475 in cash, issuance of 4,167,500 Finder Shares at a deemed price of C$0.05, and 5,037,000 non-transferrable Finder Warrants, each allowing the holder to acquire one share at C$0.065 until March 13, 2028 [2]. - The shares issued under the offering, along with Finder Warrants and Finder Shares, are subject to a hold period of four months and one day, expiring on July 14, 2026 [3]. Group 2: Use of Proceeds - The proceeds from the offering will be allocated to advance the Company's Pedra Branca Project in Brazil and for general corporate purposes [3]. Group 3: Insider Participation - Insiders of the Company participated in the offering, acquiring a total of 2,050,000 shares, which is classified as a related party transaction under Multilateral Instrument 61-101 [4]. - This related party transaction is exempt from shareholder approval and formal valuation requirements as the fair market value does not exceed 25% of the Company's market capitalization [4][6]. Group 4: Debt Settlement - The Company has settled C$500,000 of debt through the issuance of 10,000,000 Debt Shares at a deemed price of C$0.05 per share, which is also subject to a four-month and one day hold period expiring on July 14, 2026 [5]. - The lender involved in the debt settlement is a related party, and the transaction is similarly exempt from formal valuation and minority shareholder approval requirements under MI 61-101 [6]. Group 5: Company Overview - South Atlantic Gold Inc. is an exploration company focused on acquiring and advancing mineral properties in the Americas [8].