Mr. Ian MacLean reports
AVANTI GOLD CLOSES FIRST TRANCHE OF PREVIOUSLY ANNOUNCED $1,400,000 PRIVATE PLACEMENT
Further to its news release dated July 7, 2025, Avanti Gold Corp. has closed the first tranche of a non-brokered private placement for gross proceeds of $882,002, representing a portion of the total $1.4-million offering. The company issued 25,200,073 units at a price of 3.5 cents per unit.
Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of five cents for a period of 12 months following the closing date. No finders' fees were paid in connection with the first tranche.
The common shares and warrants issued pursuant to the offering are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on Nov. 15, 2025, and are also considered restricted securities under Rule 144(a)(3) of the U.S. Securities Act of 1933, as amended.
Officers and directors of the company participated in the offering, acquiring an aggregate of 1,628,572 units. Their participation constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the aggregate value of the insiders' participation does not exceed 25 per cent of the company's market capitalization.
The net proceeds from the offering will be used to pay annual licence fees related to the company's Misisi gold project in the Democratic Republic of Congo and for general working capital purposes.
The company expects to close the remaining $518,000 of the offering in the coming days. Upon completion, Martino De Ciccio, the lead investor in the offering, will hold 9.9 per cent of the company on a partially diluted basis. In addition, chairman Sam Jonah, chief executive officer Ian MacLean, and other board members and management will collectively own approximately 19 per cent of the company on a partially diluted basis following the full closing. As insiders, their participation is also considered a related party transaction but is exempt from the valuation and minority approval requirements under MI 61-101 as neither the value of the units issued to insiders nor the consideration paid exceeds 25 per cent of the company's market capitalization.
About Avanti Gold Corp.
Avanti Gold is a gold exploration company focused on advancing its portfolio of high-potential projects in Africa. The company's flagship asset, the Misisi project in the Democratic Republic of the Congo, hosts the Akyanga gold deposit, which contains an inferred mineral resource of 44.3 million tonnes at an average grade of 2.37 grams per tonne gold, totalling 3.1 million ounces of gold. The Misisi project covers three contiguous 30-year mining leases totalling 133 square kilometres along the Kibara gold belt, a 55-kilometre-long gold-bearing trend in a prolific metallogenic province.
Qualified person
Ephraim Masibhera, a qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information contained in this news release. Historical information presented herein should not be relied upon as it has not been verified by the company's qualified person.
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