/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION TO THE
UNITED STATES/
VANCOUVER, BC, Feb. 1, 2021 /CNW/ - Gold Mountain Mining
Corp. ("Gold Mountain" or the "Company") (TSXV:
GMTN), (Frankfurt: 5XFA) is
pleased to announce that it has entered into an engagement letter
with Canaccord Genuity Corp. and Gravitas Securities Inc.
(collectively the "Agents") in connection with a private
placement of up to 5,155,000 units of the Company (the
"Units") at a price of $0.97
per Unit (the "Issue Price") for gross proceeds to the
Company of $5,000,350 (the
"Offering"). Each Unit consists of one common share of Gold
Mountain ("Common Shares") and one-half of one Common Share
purchase warrant (each whole warrant, a "Warrant").
Each Warrant will be exercisable to acquire one Common Share at a
price of $1.25 for 36 months from the
closing date of the Offering.
Pursuant to the agreement, Gold Mountain has granted the Agents
an option to offer for sale an additional 3,100,00 Units at the
Issue Price for additional gross proceeds of up to $3,007,000.
In addition, the Company has received an institutional lead
order from Crescat Capital LLC ("Crescat"). A Participation
Right (the "Right") granted by Gold Mountain will provide
Crescat the Right to purchase in future offerings of equity
securities, or debt securities convertible into equity securities
of the Company, the number of such securities necessary to enable
the Subscriber to maintain the aggregate ownership percentage of
the issued and outstanding common shares of the Company immediately
prior to the closing of such future offering.
The Company intends to use the proceeds from the Offering to
advance the Elk Gold Project as well as for working capital and
general corporate purposes.
The Offering is scheduled to close on or about February 23, 2021 and is subject to regulatory
approval. Resale of the securities distributed in connection
with the Offering will be subject to a hold period of four months
and one day following the closing date of the Offering.
The Warrants shall be callable by the Company should the daily
volume-weighted average trading price of the common shares of the
Company on the TSX Venture Exchange exceed C$2.25 for a period of 10 consecutive trading
days, at any time during the term of the Warrants ("Call
Trigger"). Following a Call Trigger, the Company may give
notice in writing ("Call Notice") to the holders of Warrants
that any Warrant that remains unexercised by the holder thereof
shall expire 30 days following the date on which the Call Notice is
given.
It is anticipated that certain directors, officers and other
insiders of the Company will acquire Units under the Offering. Such
participation will be considered to be "related party transactions"
within the meaning of TSX Venture Exchange Policy 5.9 and
Multilateral Instrument 61-101- Protection of Minority Security
Holders in Special Transactions ("MI 61-101") adopted in the
Policy. The Company intends to rely on the exemptions from the
formal valuation and minority shareholder approval requirements of
MI 61-101 contained in sections 5.5 (a) and 5.7(1)(a) of MI 61-101
in respect of related party participation in the Offering as
neither the fair market value (as determined under MI 61-101) of
the subject matter of, nor the fair market value of the
consideration for, the transaction, insofar as it involves
interested parties, is expected to exceed 25% of the Company's
market capitalization (as determined under MI 61-101).
NO U.S. REGISTRATION
The securities referred to in this news release have not been,
and will not be, registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or any
applicable securities laws of any state of the United States, and may not be offered or
sold within the United States or
to, or for the account or benefit of, U.S. persons (as such term is
defined in Regulation S under the U.S. Securities Act) or persons
in the United States unless
registered under the U.S. Securities Act and any other applicable
securities laws of the United
States or an exemption from such registration requirements
is available. This news release does not constitute an offer to
sell or a solicitation of an offer to buy any of these securities
within any jurisdiction, including the
United States.
ABOUT GOLD MOUNTAIN MINING CORP.
Gold Mountain is a BC-based gold and silver exploration and
development company focused on resource expansion at the Elk Gold
Project, a past-producing mine located 57 km from Merritt in South Central British Columbia.
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.
Cautionary Statements Regarding Forward Looking
Information
This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation.
Forward- looking statements include, but are not limited to,
statements with respect to: the ability of the Company and the
agent to close the Offering, Closing Date, Use of Proceeds, and
TSXV approval. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks,
uncertainties and other factors which may cause the actual results
and future events to differ materially from those expressed or
implied by such forward-looking statements. Such factors include,
but are not limited to: general business, economic, competitive,
political and social uncertainties; delay or failure to receive
board, shareholder or regulatory approvals; the price of gold; and
the results of current exploration. There can be no assurance that
such statements will prove to be accurate as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. Gold Mountain
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. For a
comprehensive overview of all risks that may impact the Company,
please see the Filing Statement filed on Gold Mountain's SEDAR
profile on December 15, 2020.
SOURCE Gold Mountain Mining Corp.
