/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR
FOR DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, March 7,
2022 /CNW/ - Elevation Gold Mining Corporation
(TSX.V:ELVT) (OTCQX: EVGDF) (the "Company" or
"Elevation") announces that it has filed a preliminary short
form prospectus (the "Prospectus") with the securities commissions
in each of the Provinces of Canada
(other than Quebec) (the "Canadian
Jurisdictions"), in connection with a marketed public offering (the
"Offering") of units of the Company (the "Units") at a price of
C$0.53 per Unit (the "Offering
Price") for aggregate gross proceeds of up to approximately
C$12 million.
Each Unit shall consist of one common share of the Company (a
"Common Share") and one common share purchase warrant of the
Company (a "Warrant"). Each Warrant shall entitle the holder to
purchase one common share of the Company (a "Warrant Share") at a
price of C$0.70 per Warrant Share at
any time on or before that date which is 60 months after the
closing date of the Offering.
The Offering will be led by Canaccord Genuity Corp. (the "Lead
Agent"), on behalf of a syndicate of agents (together with the Lead
Agent, the "Agents"). The Company has granted to the Agents an
over-allotment option (the "Over-Allotment Option") to offer for
sale up to an additional number of Units equal to 15% of the number
of Units sold under the Offering, at the Offering Price, to cover
over-allotments, if any, and for market stabilization purposes. The
Over-Allotment Option will be exercisable in whole or in part, in
the sole discretion of the Agents, at any time, and from time to
time, for a period of 30 days from and including the closing date
of the Offering and shall be exercisable for additional Units,
Warrants and/or Common Shares (or any combination thereof).
The Offering is being conducted on a "best efforts" agency basis
and is subject to customary closing conditions, including, but not
limited to, the entering into of an agency agreement with the
Agents, the approval of the securities regulatory authorities and
the TSX Venture Exchange (the "TSXV").
The Company intends to use the net proceeds of the Offering to
fund capital expenditures and continued exploration and development
of the Moss Mine, as well as for working capital and general
corporate purposes, all as described in more detail in the
Prospectus.
Contemporaneously with the closing of the Offering, the Company
will close a debt settlement arrangement (the "Debt Settlement
Arrangement") in the aggregate amount of approximately C$2.96 million in respect of the partial
repayment of two short term loan arrangements that the Company
entered into in November 2021.
Pursuant to the Debt Settlement Arrangement, the Company will issue
an aggregate of 5,592,890 Units at a deemed price of C$0.53 per Unit (of which Douglas Hurst, Chairman, will receive 943,396
Units and an arms length third party will receive 4,649,494 Units).
The Debt Settlement Arrangement is subject to the approval of the
TSXV.
The Offering will be completed (i) by way of a short form
prospectus filed in the Canadian Jurisdictions, (ii) on a private
placement basis in the United
States pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), and (iii) outside Canada and the
United States on a basis which does not require the
qualification or registration of any of the Company's securities
under domestic or foreign securities laws.
The Prospectus is available on SEDAR at www.sedar.com.
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. The securities have not been and will
not be registered under the U.S. Securities Act or any applicable
state securities laws, and may not be offered or sold to, or for
the account or benefit of, persons in the
United States or to U.S. persons unless registered under the
U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available. "United
States" and "U.S. persons" shall have the meanings assigned to them
in Regulation S under the U.S. Securities Act.
About Elevation Gold Mining
Elevation Gold Mining offers investors a rare combination of
cash flow, production, top-tier management, and exceptional
exploration potential within two projects on the Walker Lane Gold
Trend of western Nevada and
Arizona. Management is executing a
clear strategy that expands production and resources at the Moss
Mine in Arizona while aggressively
exploring the Hercules Gold Project in Nevada.
ON BEHALF OF THE BOARD OF ELEVATION GOLD MINING CORPORATION
"Michael G. Allen"
President
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
A preliminary prospectus containing important information
relating to these securities described herein has been filed with
securities commissions or similar authorities in certain
jurisdictions of Canada. The
preliminary prospectus is still subject to completion or amendment.
There will not be any sale or any acceptance of an offer to buy the
securities until a receipt for the final prospectus has been
issued.
FORWARD LOOKING STATEMENTS
This press release contains forward looking statements within
the meaning of applicable securities laws. The use of any of
the words "anticipate", "plan", "continue", "expect", "estimate",
"objective", "may", "will", "project", "should", "predict",
"potential" and similar expressions are intended to identify
forward looking statements. In particular, this press release
contains forward looking statements concerning the planned
completion of the Offering, the anticipated proceeds of the
Offering, the use of proceeds of the Offering, the completion of
the Debt Settlement Arrangement, and the receipt of regulatory and
TSXV approvals. Although the Company believes that the
expectations and assumptions on which the forward looking
statements are based are reasonable, undue reliance should not be
placed on the forward looking statements because the Company cannot
give any assurance that they will prove correct. Since
forward looking statements address future events and conditions,
they involve inherent assumptions, risks and uncertainties.
Actual results could differ materially from those currently
anticipated due to a number of assumptions, factors and
risks. These assumptions and risks include, but are not
limited to, assumptions and risks associated with the state of the
equity financing markets and regulatory approval.
Management has provided the above summary of risks and
assumptions related to forward looking statements in this press
release in order to provide readers with a more comprehensive
perspective on the Company's future operations. The Company's
actual results, performance or achievement could differ materially
from those expressed in, or implied by, these forward looking
statements and, accordingly, no assurance can be given that any of
the events anticipated by the forward looking statements will
transpire or occur, or if any of them do so, what benefits the
Company will derive from them. These forward looking
statements are made as of the date of this press release, and,
other than as required by applicable securities laws, the Company
disclaims any intent or obligation to update publicly any forward
looking statements, whether as a result of new information, future
events or results or otherwise.
SOURCE Elevation Gold Mining Corp.
