South Atlantic Announces Increase to Private Placement

Executive Summary

• South Atlantic Gold increased its non‑brokered private placement to raise up to C$4.2 million by issuing up to 84 million common shares at C$0.05 per share.
• The company will settle C$500,000 of existing debt by issuing 10 million shares (deemed price C$0.05) as part of a related‑party “Debt Settlement.”
• Proceeds are earmarked to advance the Pedra Branca Project in Brazil and for general corporate purposes; both transactions remain subject to TSX Venture Exchange approval and statutory hold periods.

Key Details

• Private Placement Size: Up to C$4,200,000 gross proceeds.
• Shares Offered: Up to 84,000,000 common shares at C$0.05 per share.
• Finder Compensation: 6% cash fee plus 6% finder warrants; each warrant allows purchase of one additional share at C$0.06 for 24 months from closing.
• Use of Proceeds: Advance the Pedra Branca Project (Brazil) and general corporate purposes.
• Insider Participation: Directors may participate; transaction qualifies as a related‑party transaction under MI 61‑101 but is exempt from minority approval because it does not exceed 25 % of market cap.
• Regulatory Conditions: Offering subject to TSX Venture Exchange approval; issued securities subject to a four‑month and one‑day hold period under Canadian law.

Debt Settlement

• Debt Amount: C$500,000 owed under a loan and unsecured promissory note with a non‑arm’s‑length party (the “Lender”).
• Settlement Mechanism: Issuance of 10,000,000 common shares at a deemed price of C$0.05 per share.
• Purpose: Preserve cash for working capital; board believes settlement is in the best interests of the company.
• Related‑Party Status: Lender is a related party; transaction exempt from formal valuation and minority approval under MI 61‑101 (value < 25 % of market cap).
• Hold Period: Same four‑month and one‑day statutory hold period applies to these settlement shares.

Additional Legal/Compliance Notes

• Shares are not registered in the United States; cannot be offered or sold there without registration or an applicable exemption.
• The press release contains forward‑looking statements regarding completion timing, use of proceeds, and debt settlement expectations.

Notable Quotes

(No direct quotes were provided in the release.)