South Atlantic increases financing to $4.2-million 2026-02-26 17:35 ET - News Release
Mr. Douglas Meirelles reports
SOUTH ATLANTIC ANNOUNCES INCREASE TO PRIVATE PLACEMENT
Further to its news release of Feb. 13, 2026, South Atlantic Gold Inc. has increased the non-brokered private placement offering for gross proceeds for up to $4.2-million. The offering will now consist of up to 84 million common shares of the company at a price of five cents per share.
The company may pay finders' fees of 6 per cent cash and 6 per cent finder warrants on externally sourced funds. Each finder warrant will entitle the holder to acquire one additional common share in the capital of the company at a price of six cents for 24 months from closing. The proceeds of the offering will be used to advance the company's Pedra Branca project in Brazil and for general corporate purposes.
Insiders of the company, including certain directors, may participate in the offering. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The related party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the private placement nor the consideration to be paid by the insiders will exceed 25 per cent of the company's market capitalization. The offering remains subject to the approval of the TSX Venture Exchange. The securities issued pursuant to the offering will be subject to a four-month-and-one-day hold period under applicable Canadian securities laws. In addition, as previously announced the company has agreed to settle $500,000 of debt owed in connection with a loan and unsecured promissory note agreement with a non-arm's-length party of the company (see news release of Feb. 13, 2026, and July 31, 2025), in consideration for the issuance of 10 million shares at a deemed price of five cents per share. The closing of the debt settlement is subject to the approval from the exchange. The company expects that the proposed debt settlement will assist the company in preserving its cash for working capital and the board of directors of the company believes the debt settlement is in the best interests of the company. The securities to be issued pursuant to the debt settlement will be subject to a four-month-and-one-day statutory hold period from the date of issuance.
The lender is a related party of the company, and, as a result, the repayment under the debt settlement constitutes a related party transaction for the purposes of MI 61-101. The company is relying upon exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the related party transaction, collectively, does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.
About South Atlantic Gold Inc.
South Atlantic is an exploration company engaged in acquiring and advancing mineral properties in the Americas.