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Patagonia Gold Corp
Symbol PGDC
Shares Issued 465,051,490
Close 2025-03-14 C$ 0.035
Market Cap C$ 16,276,802
Recent Sedar Documents

Patagonia Gold arranges $40-million (U.S.) financing

2025-03-14 15:33 ET - News Release

Mr. Christopher van Tienhoven reports

PATAGONIA GOLD PROVIDES UPDATE ON THE DEVELOPMENT OF THE CALCATREU PROJECT

Patagonia Gold Corp. has provided an update regarding the development of its Calcatreu project in Rio Negro through a proposed financing for proceeds of up to $40-million (U.S.). In connection with the financing, Black River Mine Inc. (the investor) will invest in a new class of preferred shares of Patagonia Gold Canada Inc. (PG Canada), a wholly owned subsidiary of the company, which holds the project through its holdings of Minera Calcatreu SAU. The investor is a newly formed corporation that will comprise a consortium of investors and controlled by Carlos J. Miguens (the lead investor).

It is currently contemplated that the investment amount will be provided by the investor to PG Canada in exchange for up to 40 million preferred shares, all pursuant to the terms of a definitive agreement between PG Canada and the investor. The company expects to use the investment amount to finance the development of the project and to pay the fees and expenses incurred in connection with the financing.

Completion of the financing remains subject to customary conditions, including, but not limited to: (i) PG Canada and the investor negotiating the form of, and entering into, the investment agreement; (ii) shareholder approval pursuant to Multilateral Instrument 61-101 (as defined below); and (iii) final approval of the TSX Venture Exchange.

The lead investor is a related party of the company (as he has ownership and control over 200,717,161 common shares of the company, representing 43.2 per cent of the 465,051,490 common shares of the company currently outstanding) and he is expected to be the controlling shareholder of the investor. Accordingly, the financing will be a related party transaction under MI 61-101, Protection of Minority Security Holders in Special Transactions. Since the lead investor's participation in the financing will exceed 25 per cent of the company's market capitalization (calculated in accordance with MI 61-101), the company will seek shareholder approval in accordance with MI 61-101 at a special meeting of shareholders.

The company expects to call the meeting in Q2 2025. Further details regarding the financing will be provided in the management information circular to be prepared in connection with the meeting. The circular, once mailed, will be filed under the company's issuer profile on SEDAR+.

Details of the project

The project is the company's flagship project located on the southern border of Rio Negro, approximately 85 kilometres south of the town of Ing Jacobacci.

The company acquired the project from Pan American Silver in 2018 and, since then, has been dedicated to obtaining the permits to advance the project to production. In November, 2024, the company was notified by the local provincial authorities that the final permit to proceed with construction of the project had been granted.

The project has approximately 746,000 contained gold equivalent ounces of measured and indicated mineral resource category and 390,000 contained gold equivalent ounces of inferred mineral resources, as disclosed in a National Instrument 43-101 technical report by Cube Consulting Pty. Ltd. filed on SEDAR+.

Qualified person statement

Donald J. Birak, an independent consulting geologist, a registered member of SME (Society for Mining, Metallurgy and Exploration), a fellow of AusIMM (Australasian Institute of Mining and Metallurgy) and qualified person as defined by NI 43-101, has reviewed and approved the scientific and technical information in this news release. Additional information about the project and the mineral resources referred to in this news release is available in the technical report prepared in accordance with NI 43-101, entitled "NI 43-101 Technical Report, Mineral Resource Estimate, Calcatreu Gold-Silver Project, Rio Negro Province, Argentina," dated effective Dec. 31, 2018, which is available under the company's profile on SEDAR+.

About Patagonia Gold Corp.

Patagonia Gold is a South America focused, publicly traded mining company listed on the TSX-V. The company seeks to grow shareholder value through exploration and development of gold and silver projects in the Patagonia region of Argentina. The company is primarily focused on the Calcatreu project in Rio Negro and the development of the Cap-Oeste underground project. Patagonia, indirectly through its subsidiaries or under option agreements, has mineral rights to over 430 properties in several provinces of Argentina and is one of the largest landholders in the province of Santa Cruz, Argentina.

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