Mr. Justin van der Toorn reports
GREENHEART GOLD ANNOUNCES UP TO C$50 MILLION NON-BROKERED PRIVATE PLACEMENT
Greenheart Gold Inc. intends to proceed with a non-brokered private placement of up to 50 million common shares at a price of $1 per common share for gross proceeds of up to $50-million.
The company is also pleased that La Mancha Investments Sarl, which holds approximately 4.62 per cent of the outstanding common shares of the company, intends to participate in the offering and increase its ownership position to approximately 19.90 per cent. In addition, G Mining Ventures Corp. through its wholly owned subsidiary G Mining Guyana Corp., which holds approximately 10.5 per cent of the company's outstanding common shares, has indicated its intention to exercise its right to participate in the offering and to acquire such number of shares required to maintain its ownership position. The allocation of the number of common shares each will acquire will depend on the participation of other investors in the offering.
The company expects to enter into an investor rights agreement with La Mancha similar in form and substance to the investor rights agreement the company currently has with G Mining Guyana, which will provide La Mancha with the right to nominate one board member and to maintain its ownership interest in the company in the event of the issue of securities by the company. La Mancha will also commit to standstill restrictions and to restrictions on the transfer or sale of common shares held by La Mancha.
The company intends to use the proceeds of the offering for exploration work on its projects in Suriname and Guyana, potential new acquisition in the Guiana Shield, and exploration work thereon, as well as working capital and general corporate purposes.
Insiders of the company may participate in the offering. Any participation by G Mining Guyana or other insiders would be considered a related-party transaction under Multilateral Instrument 61-101. However, the company expects such participation to be exempt from the formal valuation and minority shareholder approval requirements on the basis that neither the fair market value of the common shares subscribed for by the insiders, nor the consideration paid for the common shares by such insiders would exceed 25 per cent of the company's market capitalization.
The offering is expected to close on or about April 30, 2026, or such other date as the company, in consultation with the principal subscribers, may determine. Closing is subject to certain conditions, including, but not limited to, the receipt of subscription agreements, settlement of the investor rights agreement with La Mancha, the receipt of all necessary regulatory and other approvals, including the acceptance of the TSX Venture Exchange. The common shares to be issued under the offering will be subject to a hold period expiring four months and one day after the closing date.
About Greenheart Gold Inc.
Greenheart Gold is an exploration company that builds on a proven legacy of discoveries within the Guiana Shield, a highly prospective geological terrain that hosts numerous gold deposits yet remains relatively underexplored. The company is led by former executives and members of the exploration group of Reunion Gold, a team that was most recently noted for the discovery and delineation of the multimillion-ounce Oko West deposit in Guyana. Greenheart Gold is building on its management's technical knowledge, strong contact base and previous success from exploring in the Guiana Shield to assemble, maintain and explore a portfolio of early-stage exploration projects in Guyana and Suriname that are prospective for orogenic gold deposits.
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