GoldHaven Secures Smoke Mountain Option & Announces Private Placement
January 30, 2024
Vancouver, British Columbia – (January 30, 2024) – GoldHaven Resources Corp. (CSE: GOH) (OTCQB: GHVNF) (FSE: 4QS) (“GoldHaven” or the “Company”) reports as follows:
GoldHaven announces a non-brokered private placement of up to 4,166,667 units @ $0.06 per unit (the "Offering") for gross proceeds of up to $250,000. Each unit will consist 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 $0.09 per share (the "Warrants") for a period of 36 months from the closing of the Offering.
Insiders may participate in the Offering and, finder’s fees may be payable in connection with the Offering.
All securities issued in connection with the Offering will have a four-month and one day hold period in Canada from the closing of the Offering.
Net proceeds of the Offering will be used for general working capital.
Insiders of the Company participating in the foregoing offering will constitute a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities acquired by the insiders, nor the consideration for the securities paid by such insiders, exceed 25 per cent of the company's market capitalization.
The Company has amended the Smoke Mountain option agreements and secured the property. The Optionors agreed to extend the remaining cash payments with the issuance of the required share payments as follows: (i) on January 19, 2024, the Company entered into a second amendment option agreement with the Optionors of interest in regard of four mineral tenures whereby the Company would issue 214,286 common shares in order to amend and extend the required 24 month option cash payment of $100,000 from January 15, 2024 to June 3, 2024. All other terms and conditions remain in effect pursuant to the original Agreement; and also (ii) the Company entered into another second amendment option agreement with the Optionors whereby the Company would issue 80,357 common shares in order to amend and extend the required 12 month option cash payment of $37,500 to on or before March 8, 2024 to June 3, 2024. All other terms and conditions remain in effect pursuant to the original Agreement.
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.
The Company also reports that in order for the Company to focus on the Smoke Mountain project and other worthy projects, the Company has returned their earn-in interest in the Pat’s Pond and O’Neill properties to the property Optionor.
About GoldHaven Resources Corp.
GoldHaven Resources Corp. is a Canadian junior metals exploration Company focused on acquiring and exploring highly prospective land packages in Canada. GoldHaven is making exploration progress at its Smoke Mountain property which is strategically located in the Central British Columbia Porphyry-Epithermal Belt in close proximity to Surge Copper’s Berg project. GoldHaven engages proactively with local and Indigenous rightsholders and seeks to develop relationships and agreements that are mutually beneficial to all stakeholders.
On Behalf of the Board of Directors
Bonn Smith, 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.
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.