2022-05-13 | TSXV:GSS | Press release

Winnipeg, Manitoba–(Newsfile Corp. – May 13, 2022) – Gossan Resources Limited (TSXV: GSS) (FSE: GSR) (XETRA: GSR) (the “Company” or “iron hat“) is pleased to announce that, following its press releases dated April 18, 2022 and May 4, 2022, the Company has closed a non-brokered private placement through the issuance of 5,500,000 units (each, a “Unity“) at a price of $0.16 per unit for total gross proceeds of $880,000 (the “Offer“). Each Unit consists of one common share (each, a “Ordinary share“) in the capital of the Company and one-half common share purchase warrant (each whole warrant, one “To guarantee“). Each warrant entitles its holder to acquire one common share at an exercise price of $0.24 per common share for a period of two (2) years from the closing of the offering.

All securities issued under the offering are subject to a hold period of four months plus one day from the date of issue and the resale rules of applicable securities laws. The proceeds of the offering will be used by the Company for corporate and general working capital purposes and to advance its Gander property. The closing of the Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law“) or any state securities law and may not be offered or sold in the United States or to United States persons unless registered under United States securities law and applicable state securities laws securities or an exemption from such registration.

Prior to the completion of the Offering, Douglas Reeson owned and controlled 6,371,000 common shares of the Company and 760,000 stock options of the Company, representing approximately 10.47% of the issued and outstanding common shares of the Company on a non-diluted basis and approximately 11.57% of the issued and outstanding common shares of the Company on a partially diluted basis, assuming the exercise of all stock options held by Mr. Reeson. Upon closing of the Offering, Mr. Reeson’s percentage had decreased to approximately 9.60% of the issued and outstanding common shares of the Company on a non-diluted basis and to approximately 10.62% of the issued and outstanding common shares of the Company on a partially diluted basis, assuming the exercise of all stock options held by Mr. Reeson.

Mr. Reeson takes a long-term view of his investment in securities of the Company and does not currently intend to acquire ownership or control of additional securities of the Company. Mr. Reeson may elect to acquire additional securities of the Company. Depending on market and other conditions, Mr. Reeson may increase or decrease his beneficial ownership, control or direction of additional securities of the Company, through market transactions, private agreements, issuances of cash, exercise of stock options or otherwise, depending on a number of factors, including, but not limited to, general market and economic conditions, personal business and estate planning, and other investment opportunities available. Mr. Reeson, who has been a senior officer and/or director of Gossan since 2001, currently has no projects related to the list listed.

About Gossan Resources:

Gossan Resources Limited owns mineral exploration and development properties located in Manitoba, Northwestern Ontario and Newfoundland. The Company’s objective is to advance exploration and drilling of its Glitter property, located in the zinc-, copper- and silver-rich Sturgeon Lake polymetallic greenstone belt in northwestern United States. ‘Ontario. The Company also holds a gold initiative with the Gander gold property in Newfoundland as well as a broadly diversified portfolio of multi-element properties. These properties hold promise for containing gold, base metals and platinum group elements, as well as specialized “battery green metals”, nickel, cobalt, vanadium, titanium, tantalum, lithium and chromium. Gossan also owns a high-purity magnesium-rich dolomite deposit, and holds advance royalty and production interests in a high-purity silica sand deposit. The Company trades on the TSX Venture Exchange and the Frankfurt/Freiverkehr and Xetra Exchange and currently has 66,359,400 common shares outstanding.

For more information, please bookmark www.gossan.ca or contact:

Samuel Pelaez, President and CEO

Gossan Resources Limited

Tel: (202) 677-8513

Email: [email protected]

Kathy Ringland, Office Manager

Tel: (204) 943-1990

Caution regarding forward-looking information

Neither the TSX Venture Exchange (“TSXV“) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein. This press release contains forward-looking information that does not consist of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information contained in this press release includes, but is not limited to, uncertainty as to the outcome of any contentious matter, the Company’s objectives, goals or future plans, statements regarding the results of exploration and exploration plans. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, capital and operating costs that vary significantly from estimates, the preliminary nature of metallurgical test results , delays in obtaining or inability to obtain governmental information, environmental or other project approvals, uncertainties relating to the availability and costs of necessary financing in the future, fluctuations in stock markets, the inflation, fluctuations in commodity prices, delays in project development and other risks associated with the mining exploration and development industry, and the risks set forth in the Company’s public filings on SEDAR . Although the Company believes that the assumptions and factors used in preparing the forward-looking information contained in this press release are reasonable, undue reliance should not be placed on such information, which speaks only as of the date of this press release, and no assurance can be given that such events will occur within the time frames disclosed or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.


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