South Atlantic Announces Closing of Private Placement and Shares for Debt Arrangement

Executive Summary

• South Atlantic Gold Inc. closed a non‑brokered private placement for gross proceeds of C$4.2 million, issuing 84 million common shares at C$0.05 per share.
• The company also settled C$500,000 of related‑party debt by issuing an additional 10 million shares (C$0.05 each) and paid finder fees/warrants as part of the offering.
• Net proceeds are earmarked to advance the Pedra Branca Project in Brazil and for general corporate purposes.

Key Details

• Private Placement Gross Proceeds: C$4,200,000.
• Shares Issued in Offering: 84,000,000 common shares @ C$0.05 per share.
• Finder Compensation:
• Cash finder fees paid: $43,475.
• Finder Shares issued: 4,167,500 at a deemed price of C$0.05.
• Finder Warrants issued: 5,037,000 non‑transferable warrants, each exercisable for one share at C$0.065 until 13 Mar 2028.
• Holding Period: All shares and warrants from the offering are subject to a four‑month‑plus‑one‑day hold period expiring 14 Jul 2026.
• Insider Participation: Insiders purchased 2,050,000 shares; transaction qualifies as a related‑party transaction under MI 61‑101 but is exempt from shareholder approval because it does not exceed 25 % of market cap.
• Debt Settlement:
• C$500,000 loan and unsecured promissory note repaid to a non‑arm’s length lender.
• Debt settlement executed by issuing 10,000,000 shares at a deemed price of C$0.05 per share.
• Debt Shares also subject to the same four‑month‑plus‑one‑day hold period (expires 14 Jul 2026).
• Use of Proceeds: Advance the Pedra Branca Project in Brazil and for general corporate purposes.
• Regulatory Notices: Shares not registered under U.S. securities laws; no offer or solicitation to U.S. persons.

Notable Quotes

• Douglas Meirelles, President & CEO: “The successful closing of this financing strengthens our balance sheet and provides the capital needed to accelerate development at Pedra Branca.”