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Banyan Gold Corp
Symbol BYN
Shares Issued 329,843,649
Close 2025-03-14 C$ 0.23
Market Cap C$ 75,864,039
Recent Sedar Documents

Banyan Gold closes $14.49-million private placement

2025-03-14 16:21 ET - News Release

Ms. Tara Christie reports

BANYAN ANNOUNCES CLOSING OF PRIVATE PLACEMENT FOR AGGREGATE PROCEEDS OF $14.5 MILLION

Banyan Gold Corp. has closed a non-brokered private placement whereby the company has issued (i) 32 million common shares (the premium FT (flow-through) shares), which qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada), at a price of 33.6 cents per premium FT share, for gross proceeds of $10,752,000; (ii) 7,838,000 common shares (the FT shares), which qualify as flow-through shares (within the meaning of Subsection 66(15) of the tax act), at a price of 28.5 cents per FT share, for gross proceeds of $2,233,830 and (iii) 6,298,000 common shares (the HD shares) at a price of 24 cents per HD share for gross proceeds of $1,511,520, for aggregate gross proceeds to the company of $14,497,350.

There was no finder's fee or commissions issued for the offering.

"This strategic financing positions Banyan to advance the AurMac project in 2025 and 2026 including an upsized drill program in 2025, metallurgy, engineering, baseline studies and community engagement," said Tara Christie, president and chief executive officer of the company. "It provides us the resources to expand the scope of our upcoming exploration program and capitalize on high-grade results and strategic targets. We are excited to continue to demonstrate value at AurMac and we are grateful for the continued support of our shareholders."

The premium FT shares, FT shares and HD shares were issued pursuant to applicable private placement exemptions and are subject to a hold period under Canadian securities laws expiring July 15, 2025.

The company will use the gross proceeds raised pursuant to the issuance of premium FT shares and FT shares to incur (or be deemed to incur) eligible Canadian exploration expenses that qualify as flow-through mining expenditures (as both terms are defined in the tax act) related to the company's projects in the Yukon, on or before Dec. 31, 2026, and to renounce all the qualifying expenditures in favour of the subscribers of the premium FT shares and FT shares effective Dec. 31, 2025. The net proceeds raised pursuant to the issuance of the HD shares will be used for general and administrative expenses.

Insiders of the company acquired an aggregate of 338,174 common shares in connection with the offering. The company is exempt from the valuation and minority shareholder approval requirements applicable to related party transactions as defined in Multilateral Instrument 61-101 -- Protection of Minority Holders in Special Transactions (MI 61-101) on the basis of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the participation in the offering by insiders does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report more than 21 days before the expected closing of the offering, as the details of the offering were not previously known by the company. The company understands that the initial purchasers of premium FT shares may donate such securities to registered charities and/or such initial purchasers or registered charities may sell such securities onward to end purchasers pursuant to transactions involving such purchasers, charities and/or end buyers.

We seek Safe Harbor.

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