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Vangold Mining closes $1.29-million financing

2019-11-29 19:34 ET - News Release

Mr. James Anderson reports

VANGOLD MINING CORP. CLOSES FINAL TRANCHE OF PRIVATE PLACEMENT; ASSIGNS TASSAWINI NI 43-101 REPORT

Vangold Mining Corp., further to its news release of Nov. 20, 2019, has now closed the third and final tranche of its non-brokered private placement of units at a price of five cents per unit. The company issued an aggregate of 14.15 million units for gross proceeds of $707,500 in the third tranche for a total combined offering of 25,809,500 units for gross proceeds of $1,290,475.

Each unit consists of one common share of the company and one share purchase warrant, each warrant entitling the holder to purchase an additional common share of the company at a price of 10 cents for a period of two years.

Certain directors and officers of the company participated, directly or indirectly, in the private placement for an aggregate of 7.8 million units, which participation constituted related party transactions for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied upon exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval for the private placement on the basis that, inter alia, no securities of the company are listed or quoted on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., New York Stock Exchange, American Stock Exchange, Nasdaq Stock Market, or a stock exchange outside of Canada and the United States (other than certain prescribed markets), and neither the fair market value of the units issued in the private placement nor the consideration received for such units, insofar as the private placement involved insiders, exceeded $2.5-million.

Vangold intends to use the net proceeds from the third tranche to reduce payables, maintain and explore its current Mexican properties, and for general working capital and corporate purposes.

All securities issued in connection with the third tranche are subject to a four-month hold period expiring March 29, 2020, and no finders' fees were paid by the company in connection therewith.

Further to the company's news release of Oct. 10, 2019, announcing the termination of the company's previously announced reverse takeover of Aventura Gold Ltd. and the Tassawini gold project in Guyana, South America, the company has assigned all of its rights and interest to a draft National Instrument 43-101 technical report commissioned by the company on the Tassawini property to an arm's-length third party in consideration for such party agreeing to assume and settle, on terms to be negotiated, certain advances and other expenses totalling approximately $251,408 due to the company by Aventura in the event such party successfully completes its reverse takeover transaction involving the Tassawini project and Shooting Star Acquisitions Corp. (NEX) announced oct. 24, 2019.

About Vangold Mining Corp.

Vangold Mining is an exploration company engaged in the exploration of mineral projects in the Guanajuato region of central Mexico. The company's flagship El Pinguico project is a significant past producer of high-grade gold and silver and is located just seven kilometres south of the city of Guanajuato, Mexico. The company remains focused on the near-term potential for development and monetization of both its surface and underground stockpiles of mineralized material from El Pinguico.

We seek Safe Harbor.

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