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Gold Mountain Mining Corp
Symbol GMTN
Shares Issued 49,134,277
Close 2021-02-22 C$ 1.16
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Gold Mountain closes $10-million private placement

2021-02-23 12:02 ET - News Release

Mr. Kevin Smith reports

GOLD MOUNTAIN CLOSES $10 MILLION OVERSUBSCRIBED PRIVATE PLACEMENT

Gold Mountain Mining Corp. has closed its brokered private placement of units and has issued 10.31 million units at a price of 97 cents per unit for aggregate gross proceeds of $10,000,700. The offering was led by Canaccord Genuity Corp. and Gravitas Securities Inc., as co-lead agents.

Kevin Smith, chief executive officer and director of Gold Mountain, commented: "Through successfully completing this offering, we have secured our Equinox property payment and the capital required to advance our exploration and production ambitions. Despite headwinds from a consolidating gold market, this offering was oversubscribed with a lead order from Crescat Capital and orders from our long-term shareholders. With drills turning and a clear path to production, we look forward to continuing to build shareholder value by developing B.C.'s next high-grade gold mine."

Each Unit consists of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share (a "Warrant Share") at a price of $1.25 per Warrant Share for a period of 36 months from the closing of the Offering.

Provided that if, at any time prior to the expiry date of the Warrants, the closing price of the Common Shares on the TSX Venture Exchange (the "Exchange") is greater than $2.25 for 10 consecutive trading days, the Company may deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice (the "Accelerated Exercise Period"). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.

Gold Mountain intends to use the proceeds from the Offering to advance the Elk gold project as well as for working capital and general corporate purposes.

In connection with the Offering, the Agents received an aggregate cash fee equal to 6.0%, other than in connection with certain purchasers on a presiden's list of Gold Mountain, in which a reduced fee as paid (the "Presiden's List"). In addition, the Company issued to the Agents 270,626 non-transferable broker warrants (the "Broker Warrants") representing 6% of the aggregate number of units issued pursuant to the Offering (other than in respect of sales of Units to purchasers on the Presiden's List, which no Broker Warrants were issued). Each Broker Warrant entitles the holder thereof to purchase one Common Share at an exercise price equal to $0.97 for a period of 24 months following the closing of the Offering.

The securities issued pursuant to the Offering are subject to a four-month and one day hold period under applicable securities laws in Canada. The Offering has received the conditional approval of the TSX Venture Exchange and remains subject to final approval.

In addition, the Company received an institutional lead order from Crescat Capital LLC ("Crescat"). Gold Mountain granted Crescat a Participation Right (the "Right") that will provide Crescat the Right to purchase in future offerings of equity securities, or debt securities convertible into equity securities of the Company, the number of such securities necessary to enable Crescat to maintain the aggregate ownership percentage of the issued and outstanding common shares of the Company immediately prior to the closing of such future offering. The Right terminates on the date on which Cresca's ownership of Common Shares falls below 1.5% of the then outstanding Common Shares.

Officers and directors of the Corporation subscribed for a total of 144,331 Units, which constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The subscriptions are exempt from the formal valuation and minority approval requirements set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the shares issued to insiders nor the fair market value of the consideration paid exceeds 25% of the Corporation's market capitalization.

About Gold Mountain Mining Corp.

Gold Mountain is a British Columbia-based gold and silver exploration and development company focused on resource expansion at the Elk Gold Project, a past-producing mine located 57 km from Merritt in South Central British Columbia.

We seek Safe Harbor.

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