Mr. Christopher van Tienhoven reports
PATAGONIA GOLD ANNOUNCES COMPLETION OF US$40 MILLION INVESTMENT INTO ITS CALCATREU PROJECT
Further to its news releases dated March 14, 2025, April 14, 2025, and May 20, 2025, Patagonia Gold Corp. has completed the $40-million (U.S.) investment by Black River Mine Inc. in the company's subsidiary, Patagonia Gold Canada Inc. (PG Canada). In connection with the Calcatreu financing, PG Canada issued an aggregate of 40 million preferred shares at a price of $1 (U.S.) per share. The preferred shares were issued pursuant to the terms of the investment agreement dated April 13, 2025, between PG Canada and Black River.
Proceeds from the Calcatreu financing will be used solely for financing the development of the company's Calcatreu project in Rio Negro province, Argentina, and to pay fees and expenses incurred by the company in connection with the Calcatreu financing.
The company did not pay any finders' fees in connection with the Calcatreu financing. The preferred shares issued pursuant to the Calcatreu financing are non-voting and are subject to restrictions on transfer in accordance with PG Canada's articles and the terms of a shareholder agreement among the company, PG Canada and Black River. The TSX Venture Exchange conditionally approved the Calcatreu financing; however, it remains subject to final approval of the TSX-V.
Black River is controlled by Carlos J. Miguens and therefore is a related party of the company (as Mr. Miguens has ownership and control over 200,717,161 common shares, representing 43.2 per cent of the 465,051,490 common shares of the company currently outstanding). Accordingly, the Calcatreu financing is a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Since Mr. Miguens's participation in the Calcatreu financing exceeded 25 per cent of the company's market capitalization (calculated in accordance with MI 61-101), the company obtained shareholder approval in accordance with MI 61-101 at a special meeting of shareholders held on May 20, 2025. The company is exempt from the requirement to obtain a formal valuation in connection with Mr. Miguens's participation in the Calcatreu financing in reliance of Section 5.5(b) of MI 61-101.
Details of the project
The project is the company's flagship project located near 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 and development of the project had been granted (please see the company's news release dated Nov. 7, 2024).
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 the technical report (as defined below).
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 a qualified person as defined by National Instrument 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 are 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 400 properties in several provinces of Argentina and is one of the largest landholders in the province of Santa Cruz, Argentina.
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