Xtra-Gold closes $2.45-million private placement

Executive Summary

• Xtra-Gold Resources Corp. has closed an oversubscribed non-brokered private placement, raising gross proceeds of $2,452,000.
• The offering consisted of 1,018,000 units sold to both arm's-length investors and an insider, with proceeds designated for general working capital.
• The transaction included specific warrant terms for investors and a finder, and the insider portion was structured as a related party transaction relying on specific regulatory exemptions.

Key Details

• Total Gross Proceeds: $2,452,000.
• Units Sold: 1,018,000 units total.
• Arm's-Length Investors:
  • Quantity: 918,000 units.
  • Price: $2.40 per unit.
  • Composition: One common share and one-half of a common share purchase warrant per unit.
  • Warrant Terms: Exercisable for one common share at $2.80 per share for 24 months; non-transferable.
• Insider Investors:
  • Quantity: 100,000 units.
  • Price: $2.49 per unit.
  • Composition: One common share and one-half of a common share purchase warrant per unit.
  • Warrant Terms: Exercisable for one common share at $2.93 per share for 24 months; non-transferable.
• Finder’s Fees:
  • Cash Fee: $142,812 paid to a qualified arm's-length finder.
  • Warrants Issued: 59,280 non-transferable finders' warrants.
  • Finder Warrant Terms: Entitle holder to purchase one additional share at $2.50 per share for 24 months upon issuance.
• Use of Proceeds: General working capital purposes.
• Trading Restrictions: Securities are subject to a statutory hold period; may not be traded until February 22, 2026.
• Regulatory Context: The insider portion constitutes a related party transaction under Multilateral Instrument 61-101. The company relied on exemptions from valuation and minority shareholder approval requirements because the insider's participation did not exceed 25% of the company's market capitalization.