Stockwatch

Highway 50 Gold Corp
Symbol	HWY
Shares Issued	41,608,982
Close 2023-05-15	C$ 0.17
Market Cap	C$ 7,073,527
Recent Sedar+ Documents

Highway 50 closes $250,000 private placement

2023-05-16 18:25 ET - News Release

Cameron-Jones Subject: News Release PDF Document File: Attachment 2023 May 16 PRESS Announcing Closing of FT and NFT Offering.pdf NEWS RELEASE HIGHWAY 50 GOLD COMPLETES FLOW-THROUGH FINANCING AND NON-FLOW-THROUGH FINANCING NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. Vancouver, British Columbia Highway 50 Gold Corp. (TSX.V HWY) May 16, 2023 Highway 50 Gold Corp. (the "Company") is pleased to announce that it has today closed its previously announced non-brokered private placement and raised gross proceeds to the Company of $250,000 (the "FT Offering") by the issuance of 1,666,665 common shares (each a "FT Share") of the Company issued on a flow- through basis under the Income Tax Act (Canada) at a purchase price of $0.15 per FT Share. The proceeds of the FT Offering will be used to deepen two holes at the Company's Monroe property located in southwestern British Columbia. The FT Offering is subject to the final acceptance of the TSX Venture Exchange (the "Exchange"). The Company is also pleased to announce that it has today closed its previously announced non-brokered private placement and raised gross proceeds to the Company of $374,785.05 (an increase of $74,785.05 previously announced) (the "Non-FT Offering") by the issuance of 2,498,567 units (each, a "Unit") of the Company (an increase of 498,567 Units previously announced) at a purchase price of $0.15 per Unit. Each Unit consists of one non-flow-through common share of the Company and one non-flow-through common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one non-flow-through common share (a "Share") of the Company at a purchase price of $0.20 per Share for a period of two years from the closing date of the Non-FT Offering. The proceeds of the Non-FT Offering will be used for claim maintenance and general working capital purposes. The Non-FT Offering is subject to the final acceptance of the Exchange. The securities issued pursuant to the Offerings will be subject to a four-month hold period in accordance with applicable securities laws and the rules of the Exchange expiring on September 17, 2023. In connection with the Offerings, Haywood Securities Inc. was paid a cash finder's fee totalling $37,434.95 and was issued an aggregate of 249,566 finder's warrants, having the same terms as the Warrants. Certain related parties of the Company participated in the Offerings as set out below. The participation in the Offerings by these related parties constitute related party transactions pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain formal valuations and minority shareholder approval in connection with the participation of the aforementioned related parties in the Offerings in reliance of the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101. The Offerings were unanimously approved by the disinterested members of the board of directors of the Company. Mr. Gordon Leask subscribed for 33,333 FT Shares pursuant to the FT Offering and 50,000 NFT Units through Eagle Putt Ventures Inc., a company controlled by Mr. Gordon Leask, pursuant to the NFT Offering. Mr. Gordon Leask is the President, Chief Executive Officer and director of the Issuer and a related party to the Company within the meaning of MI 61-101. Mr. Gordon Leask now beneficially owns, or exercises control or direction over, 6,072,090 Common Shares or approximately 13.27% of the issued and outstanding Common Shares (or approximately 14.96% per cent of the issued and outstanding common shares of the Company on a partially diluted basis including all convertible securities of the Company owned or controlled by Mr. Gordon Leask). Mr. John Leask subscribed for 50,000 NFT Units pursuant to the NFT Offering. Mr. John Leask is a director of the Company and a related party to the Company within the meaning of MI 61-101. Mr. John Leask now beneficially owns, or exercises control or direction over, 4,411,330 Common Shares or approximately 9.64% of the issued and outstanding Common Shares (or approximately 11.25% of the issued and outstanding common 5004-01\pp nb ft shares and nft units spring 2023\11316 - 2 - shares of the Company on a partially diluted basis including all convertible securities of the Company owned or controlled by Mr. John Leask). The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction. On behalf of the Board of Directors of Highway 50 Gold Corp. Gordon P. Leask, President, Chief Executive Officer and Director For additional information: Gordon P. Leask, P.Eng. or John M. Leask, P.Eng. Tel: 604.681.4462 Email: gord@highway50gold.com or jml@highway50gold.com About Highway 50 Gold Corp. Highway 50 Gold Corp. is a mineral exploration stage company led by a team of experienced explorers and mine finders. The Company is executing an exploration plan refined over 35 years of experience in Nevada. The exploration focus on its projects are a result of what management believes to be breakthroughs in the understanding of north-central Nevada's crustal architecture and a new geological understanding on the Monroe property in British Columbia. Neither the TSX Venture Exchange, nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release. Cautionary Note This news release contains certain forward-looking statements, including statements regarding the Offerings; the Company's ability to receive final acceptance from the Exchange to the completion of the Offerings; the Company's proposed plans for the exploration of the Monroe property; and the business and anticipated financial performance of the Company. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the Company does not complete all or any part of the Offerings; the Company does not receive regulatory acceptance to the Offerings; changes in metal prices, changes in the availability of funding, unanticipated changes in key management personnel and general economic conditions. Mining is an inherently risky business. Accordingly the actual events may differ martially from those projected in the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf, unless otherwise required pursuant to applicable laws.