NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Dec. 14, 2021 (GLOBE NEWSWIRE) — Stone Gold Inc. (TSX-V: STG) (“Stone Gold” or the “Company”) is
pleased to announce that it intends to complete a non-brokered private placement of up to $900,000 through the issuance of a
combination of flow-through units (“FT Units”) at a price of $0.12 per FT Unit and hard-dollar units of the Company (“HD Units”)
at a price $0.10 per HD Unit (the “Offering”).
Each FT Unit will be comprised of one (1) common share of the Company issued on a flow-through basis within the meaning of
the Income Tax Act (Canada) (a “FT Share”), and one-half of one (0.5) common share purchase warrant (each whole warrant,
a “FT Warrant”), with each FT Warrant entitling the holder thereof to acquire one additional common share of the Company at
a price of $0.20 for a period of twenty-four (24) months following the closing of the Offering. Each HD Unit will be comprised of
one (1) common share of the Company (a “Common Share”), and one (1) common share purchase warrant (an “HD Warrant”
and collectively with the FT Warrants, the “Warrants”), with each HD Warrant entitling the holder thereof to acquire one
additional common share of the Company at a price of $0.15 for a period of twenty-four (24) months following the closing of the
Offering. The Company can elect to accelerate the expiry of the Warrants in the event that the volume-weighted average
trading price of the Common Shares on a stock exchange equals or exceeds $0.30 for twenty (20) consecutive trading days,
in which case the Warrants will expire thirty (30) days after the date that the Issuer provides written notice of acceleration.
The proceeds from the issuance of the FT Units will be used for “Canadian exploration expenses” and will qualify as “flowthrough
mining expenditures” (the “Qualifying Expenditures”), as defined in subsection 127(9) of the Income Tax Act
(Canada). The Company intends to renounce the Qualifying Expenditures to subscribers of FT Units for the fiscal year ended
December 31, 2021. The proceeds from the issuance of HD Units will be primarily used for exploration activities at the
Company’s properties, as well as for general working capital purposes.
The Offering is subject to receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange. The
securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day in accordance
with applicable securities laws.
For further information, please contact:
Mr. John Timmons
President & CEO
Stone Gold Inc.
Cellular (416) 931 2243
Email: [email protected]
Stone Gold Inc. is engaged in the acquisition, exploration and evaluation of properties for the mining of precious and base
Caution Regarding Forward-Looking Information
This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties,
most of which are beyond the control of Stone Gold. Forward-looking statements include estimates and statements that
describe Stone Gold’s future plans, objectives or goals, including words to the effect that Stone Gold or its management
expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”,
“anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on
assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties.
Although these statements are based on information currently available to Stone Gold, Stone Gold provides no assurance that
actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking
information could cause actual events, results, performance, prospects and opportunities to differ materially from those
expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not
limited to, Stone Gold’s objectives, goals or future plans, statements, details of the exploration results, potential
mineralization, Stone Gold’s portfolio, treasury, management team and enhanced capital markets profile, the timing of the
Offering, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of
operations and estimates of market conditions.
Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to,
failure or inability to complete the Offering, regulatory approval processes, failure to identify mineral resources, delays in
obtaining or failures to obtain required governmental, regulatory, environmental or other project approvals, political risks,
inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability
and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in
commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and
the other risks involved in the mineral exploration and development industry, and those risks set out in Stone Gold’s public
documents filed on SEDAR. Although Stone Gold believes that the assumptions and factors used in preparing the forwardlooking
information in this news release are reasonable, undue reliance should not be placed on such information, which only
applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time
frames or at all. Stone Gold disclaims any intention or obligation to update or revise any forward-looking information, whether
as a result of new information, future events or otherwise, other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news release.