MAS Mas Gold Corp

SASKATOON, SK, June 22, 2023 /CNW/ - MAS Gold Corp. ("MAS" or the "Company") (TSXV: MAS) announces that it will be completing a rights offering (the "Rights Offering") in which holders of record of the Company's common shares (the "Common Shares"), as at the record date of June 30, 2023, will receive rights to subscribe for Common Shares of the Company on the basis of one right for each Common Share held. The Rights Offering will be made in all the provinces and territories of Canada (the "Eligible Jurisdictions") and in such other jurisdictions where MAS is eligible to make such offering.

Each right will entitle the holder to subscribe for one Common Share of the Company upon payment of a subscription price of CDN $0.01 per Common Share.

Subject to the receipt of final approval from the TSX Venture Exchange ("TSXV"), the Common Shares are expected to commence trading on the TSXV on an ex-rights basis at the opening of business on June 29, 2023. This means that Common Shares purchased on or following June 29, 2023 will not be entitled to receive rights under the Rights Offering. At that time, the rights are expected to be posted for trading on a "when issued" basis on the TSXV under the symbol "MAS.RT".

The Rights Offering will expire at 5:00 p.m. (Toronto time) on September 5, 2023 (the "Expiry Time"), after which time unexercised rights will be void and of no value. Shareholders who fully exercise their rights will be entitled to subscribe for additional Common Shares, if not all of the Common Shares have been subscribed for under the basic subscription privilege prior to the Expiry Time, subject to certain limitations set out in the Company's rights offering circular (the "Circular").

Details of the Rights Offering will be set out in the rights offering notice (the "Notice") and the Circular, which will be available under the Company's profile at www.sedar.com. The Notice and accompanying Direct Registration System ("DRS") advice (the "DRS Advice") respecting the rights received will be mailed to each registered shareholder of the Company as at the record date that is resident in the Eligible Jurisdictions. Registered shareholders who wish to exercise their rights must forward the completed rights subscription form accompanying their DRS Advice, together with the applicable funds, to the subscription agent, Computershare Investor Services Inc., on or before the Expiry Time. Shareholders resident in the Eligible Jurisdictions who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary. DRS Advice's will not be issued and forwarded to registered holders of Common Shares who are not resident in the Eligible Jurisdictions. Beneficial shareholders of the Company not resident in an Eligible Jurisdiction may also be restricted from participating in the Rights Offering. Shareholders of the Company who reside outside of the Eligible Jurisdictions should review the Circular for information respecting their rights.

The Company currently has 204,534,458 Common Shares outstanding. A maximum of 204,534,458 Common Shares will be issued under the Rights Offering. If all the rights issued are validly exercised, the offering will raise gross proceeds of approximately $2,045,344.58, the net proceeds of which will be used for general corporate purposes, including the repayment of indebtedness incurred conducting exploration programs, preparing the National Instrument 43-101 compliant "Technical Report on the 2023 Mineral Resource Update for the Preview SW Project, La Ronge Gold Belt, Saskatchewan, Canada", paying claims maintenance fees and general corporate expenditures. See the Circular for additional information.

The Company understands that certain directors and officers of the Company who own Common Shares intend to exercise their rights to purchase Common Shares under the Rights Offering.

The completion of the Rights Offering is not subject to MAS receiving any minimum amount of subscriptions. However, the Company has entered into a stand-by commitment agreement (the "Stand-by Agreement") dated June 22, 2023 with Eros Resources Corp. ("Eros"). Pursuant to the Stand-by Agreement, Eros has agreed to purchase from the Company such number of Common Shares that are available to be purchased, but not otherwise subscribed for, that will result in a minimum of 169,763,600 Common Shares being issued under the Rights Offering (the "Stand-by Commitment") for $0.01 per Common Share.

The Rights Offering is subject to regulatory approval, including the approval of the TSXV. The Company has obtained conditional approval from the TSXV.

MAS Gold Corp. is a Canadian mineral exploration company focused on advancing its gold exploration projects in the prospective La Ronge Gold Belt of Saskatchewan. MAS Gold is exploring on four properties in the belt, including the Preview-North, Greywacke Lake, Elizabeth Lake and Henry Lake Properties totalling 35,175.6 hectares (86,920.8 acres). These properties extend along the geologically prospective La Ronge, Kisseynew and Glennie Domains that make up the La Ronge Gold Belt in north-central Saskatchewan.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE US. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. 

This press 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.

This release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that we believe, expect or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements reflect our current expectations or beliefs based on information currently available to us. Forward-looking statements in this release include, without limitation, statements with respect to: the closing of the Rights Offering, the gross proceeds of the Rights Offering and the use of proceeds from the Rights Offering. Forward-looking statements are subject to a number of risks and uncertainties that may cause our actual results to differ materially from those discussed in the forward-looking statements and, even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, us. Factors that could cause actual results or events to differ materially from current expectations include, among other things, uncertainties relating to the availability and cost of funds; uncertainties relating to closing the Rights Offering; delays in obtaining or failure to obtain required approvals to complete the Rights Offering; the uncertainty associated with estimating costs to complete the Rights Offering, including those yet to be incurred; uncertainty respecting the trading of the Rights and the value of the Rights; potential breaches of the Stand-by Agreement; and other risks related to our business and the Rights Offering. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, we disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although we believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty.

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.

SOURCE MAS Gold Corp