GoldHaven Closes Non-Brokered Private Placement
December 22, 2022
**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES**
Vancouver, British Columbia, December 22, 2022 – GoldHaven Resources Corp. ("GoldHaven" or the "Company") (CSE: GOH) reports that pursuant to their news release dated November 16, 2022, they have closed the non-brokered Private Placement through the issuance of 1,337,500 units for gross proceeds of $107,000 (the "Offering"). Each unit consisted of one common share of the Company and one common share purchase warrant entitling the holder to purchase an additional common share of the Company at a price of $0.12 per share (the "Warrants") for a period of 24 months from the closing of the Offering. The expiry of the Warrants may be accelerated if the closing price of the Corporation’s common shares on the Canadian Securities Exchange is equal to or greater than $0.35 for a minimum of ten consecutive trading days and a notice of acceleration is provided in accordance with the terms of the Warrants.
In connection with the Offering, Justin Canivet, CEO and Sead Hamzagic, CFO, through his company, Sead Hamzagic Inc., of the Company participated as to an aggregate $20,000.00. These transactions constituted a "related party transaction" as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61- 101. The Company is exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization.”
Finder’s fees were paid to Canaccord Genuity Corp. ($560.00 and 7,000 finders warrants) and Haywood Securities Inc. ($1,400.00 and 17,500 finder’s warrants).
All securities issued in connection with the Offering have a four-month and one day hold period in Canada expiring on April 23, 2023.
Net proceeds of the Offering will be used for general working capital.
None of the foregoing securities have been or will be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About GoldHaven Resources Corp.
GoldHaven Resources Corp. is a Canadian junior precious metals exploration Company focused on acquiring and exploring highly prospective land packages in both Canada and Chile. GoldHaven maintains a strategic presence in the gold and silver rich Maricunga Gold Belt of Northern Chile which is host to several mining and advanced exploration projects including Salares Norte (Gold Fields), Esperanza (Kingsgate Consolidated), La Coipa (Kinross), Cerro Maricunga (Fenix Gold), Lobo-Marte (Kinross), Volcan (Volcan), Refugio (Kinross/Bema), Caspiche (Goldcorp/Barrick), and Cerro Casale (Goldcorp/Barrick). The Company has identified a total of 12 high-priority targets at its Alicia and Roma project areas in the Maricunga within a prominent regional NW-SE structural trend along strike from Gold Fields’ Salares Norte deposit (5.2 million ounces of Gold1). These targets have been designated “High Priority” due to the extent, pervasive alteration, favourable geology, highly anomalous rock geochemical results, and their relative proximity to existing deposits.
GoldHaven is also making exploration progress in Canada at its Smoke Mountain property which is located in the Central British Columbia Porphyry-Epithermal Belt in close proximity to Surge Copper’s Berg project, as well as at its Pat’s Pond project in Newfoundland’s Central Newfoundland Gold Belt. Pat’s Pond is located less than 20km from Marathon Gold’s 3.14 Moz2 Valentine Gold Project and on strike from the Boomerang/Domino VMS deposit. Pat’s Pond is highly prospective for gold, copper, silver and zinc and has large scale discovery potential. GoldHaven engages proactively with local and Indigenous rights holders and seeks to develop relationships and agreements that are mutually beneficial to all stakeholders.
Note: The deposits/mines near GoldHaven’s properties provide geologic context, but this is not necessarily indicative that GoldHaven properties host similar grades or tonnages of mineralization.
On Behalf of the Board of Directors
Justin Canivet, CFA
Chief Executive Officer
For further information, please contact:
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE- Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
News Release References
1Jamasmie, C., 2019. Gold Fields Salares Norte project in Chile granted environmental permit. December 18, 2019, 9:29am. Exploration Intelligence Latin America Gold Silver. https://www.mining.com/gold-fields-salares-norte-project-in-chile-granted-environmental-permit/
Cautionary Statements Regarding Forward Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, "forward looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, the intended use of the proceeds received from the Offering, the possible acquisition of the Projects, the Company's expectation that it will be successful in enacting its business plans, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "will", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "potential", "scheduled", or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that investor interest will be sufficient to close the Offering, and the receipt of any necessary regulatory or corporate approvals in connection with the Offering and the Assignment, that there will be investor interest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration and development of the Company's projects in a timely manner, the availability of financing on suitable terms for the exploration and development of the Company's projects and the Company's ability to comply with environmental, health and safety laws.
The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing required to conduct its business and affairs, as currently contemplated, the inability to close the Offering, the inability of the Company to enter into definitive agreements in respect of the Letters of Intent which are the subject of the Assignment, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, including by the Exchange, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to joint venture operations, and other risks and uncertainties disclosed in the Company's latest interim Management's Discussion and Analysis and filed with certain securities commissions in Canada. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.