South Atlantic Announces C$4M Non-Brokered Private Placement and Debt Settlement

Executive Summary

• South Atlantic Gold Inc. announced a non‑brokered private placement to raise up to C$4 million by issuing up to 80 million common shares at C$0.05 per share.
• The company will also settle C$500,000 of debt by issuing 10 million shares at the same price, preserving cash for working capital.
• Proceeds are earmarked to advance the Pedra Branca Project in Brazil and for general corporate purposes; both transactions are subject to TSX Venture Exchange approval and include related‑party exemptions under MI 61‑101.

Key Details

• Private Placement Offering
• Up to C$4,000,000 gross proceeds.
• Maximum of 80,000,000 common shares at C$0.05 per share.
• Finder’s fees: 6% cash plus 6% finder warrants (each warrant allows purchase of one additional share at $0.06 for 24 months from closing).
• Insiders, including certain directors, expected to participate; transaction qualifies as a related‑party exemption under MI 61‑101 (fair market value < 25 % of market cap).

• Securities subject to a four‑month and one‑day hold period.

• Debt Settlement

• Settlement of C$500,000 loan/unsecured promissory note with a non‑arms‑length lender.
• Issuance of 10,000,000 common shares at a deemed price of C$0.05 per share as consideration.
• Intended to preserve cash for working capital; also relies on MI 61‑101 related‑party exemption (fair market value < 25 % of market cap).

• Shares issued under this settlement are subject to the same four‑month and one‑day statutory hold period.

• Use of Proceeds

• Advance exploration and development activities at the Pedra Branca Project in Brazil.

• General corporate purposes, including working capital needs.

• Regulatory & Legal

• Both transactions remain pending TSX Venture Exchange approval.
• Shares are not registered under U.S. securities laws; no offers or sales may be made to U.S. persons without registration or exemption.
• Forward‑looking statements included, with standard cautionary language regarding risks and uncertainties.

Notable Quotes

• “The proposed financing and debt settlement will provide the capital needed to advance our flagship Pedra Branca Project while preserving cash for ongoing operations,” – Douglas Meirelles, President and CEO.