Not for distribution in the United States or to U.S. newswire services
VANCOUVER, British Columbia, March 25, 2022 (GLOBE NEWSWIRE) — C2C Gold Corp. (CSE:CTOC; OTCQB:CTCGF) (the “Company” or “C2C”) is pleased to announce that it has upsized and completed its previously announced private placement of 8,360,888 units of the Company (the “Units”) at a price of $0.18 per Unit and 915,000 flow-through units of the Company (the “FT Units”) at a price of $0.22 per FT Unit, for total gross proceeds of $1,706,260.20 (the “Offering”). Each Unit is comprised of one common share in the capital of the Company (each, a “Share”) and one-half of one common share purchase warrant (each whole warrant a “Warrant”). Each Warrant entitles the holder to purchase one Share at an exercise price of $0.25 per Share for a period of two years from the closing date of the Offering. Each FT Unit is comprised of one Share issued on a flow-through basis pursuant to the Income Tax Act (Canada), and one-half of a Warrant.
The proceeds of the Offering will be used to fund exploration expenditures on the Company’s Newfoundland properties and for general working capital. The securities issued pursuant to the Offering are subject to a hold period of four months in accordance with applicable securities laws. A 7% cash finder’s fee was paid on a portion of the Offering together with the issuance of finder warrants equal to 7% of the total number of Units and FT Units placed. Each finder warrant is exercisable for one Unit at a price of $0.20 for a period of two years from the closing date of the Offering. PowerOne Capital Markets Limited and Sprott Capital Partners LP acted as finders in connection with the Offering.
The securities offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Two directors of the Company participated in the Offering for 112,000 Units for proceeds of $20,160.00. Each transaction with an insider of the Company constitutes a “related party transaction” within the meaning of MI 61-101 Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemptions from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the insider participation does not exceed 25% of the Company’s market capitalization. The directors of the Company have approved the Offering.
About C2C Gold Corp.
C2C is a Canadian mineral exploration company focused on acquiring and developing mineral projects in Newfoundland, Canada and recently discovered visible gold in quartz vein float at the Atlas Zone on the Millertown property in the Central Newfoundland Gold Belt. The Company controls over 1,260 km2, one of the largest land positions on the Central Newfoundland Gold Belt, including the Badger, Millertown, Barrens Lake, South Tally, and Lake Douglas projects with road access and proximity to communities and power lines. C2C also holds a portfolio of projects within the prolific White Gold and Klondike districts in Canada’s Yukon.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.