Precipitate Gold Closes $6.5 Million Non-Brokered Private Placement Led by Strategic Dominican Investors

Executive Summary

• Precipitate Gold Corp. closed its non‑brokered private placement of 58,950,000 units at $0.11 per unit, raising total proceeds of $6,484,500.
• The financing was led by Dominican institutional investors, notably Guess Investments Ltd., which will receive board nomination rights contingent on share ownership and warrant exercise.
• Proceeds are earmarked for expanded exploration and drilling across the company’s Dominican mineral property portfolio, including the Juan de Herrera project, as well as general working capital.

Key Details

• Units sold: 58,950,000 units at $0.11 per unit.
• Total gross proceeds: $6,484,500.
• Unit composition: each unit = 1 common share + ½ of a common‑share purchase warrant (full warrant exercisable for one additional share at $0.17 per share).
• Warrant terms: exercisable for 18 months from issuance; securities subject to six‑month resale restriction.
• Investor participation: led by Guess Investments Ltd., one of the Dominican Republic’s largest institutional investors, plus other Dominican business leaders.
• Board nomination rights: Guess Investments Ltd. may nominate one director immediately; a second nominee may be appointed if all warrants are exercised (subject to board approval and TSX‑V rules), with timing no earlier than 12 months after closing.
• Shareholder thresholds for replacement: If Dominican investors’ combined holding falls below 15% or 7.5%, the company can replace one or both nominated directors, respectively; total Dominican representation capped at 30%.
• Use of proceeds: fund aggressive exploration and planned drilling at Juan de Herrera project; support other Dominican projects (Pueblo Grande, Ponton); provide general working capital.
• Finder’s fees: none payable in connection with the offering.

Notable Quotes

“We are pleased to close this significant financing, as we welcome important new Dominican institutional partners who are aligning with management in the ongoing pursuit of new mineral discoveries within the Dominican Republic… The proceeds from the Offering provide the Company with significant working capital for expanded exploration efforts and future drill testing of multiple known and emerging targets throughout the Company’s project portfolio.” – Jeffrey Wilson, President & CEO