Vancouver, British Columbia--(Newsfile Corp. - July 5, 2024) - Fremont Gold Ltd. (TSXV: FRE) (FSE: FR20) (OTCQB: FRERF) ("Fremont" or the "Company") is pleased to announce a non-brokered private placement of up to 10,000,000 units ("Units") at a price of C$0.10 per unit for gross proceeds of up to C$1,000,000 (the "Placement"). Each Unit will be comprised of one common share of the Company ("Share") and one half of one share purchase warrant. Each whole share purchase warrant ("Warrant") will entitle the holder to purchase one Share at a purchase price of $0.17 for a period of 18 months following the close of the Placement.
Dennis Moore, President and CEO of Fremont states "Armenia is a very prospective jurisdiction in the heart of the Tethyan Metallogenic Belt with an investor-friendly corporate environment and a well-established mining culture. The country hosts numerous large base and precious metal deposits, both in production and under construction, yet remains vastly underexplored by modern methods. With first-mover advantage, Fremont has worked diligently over the last two and a half years to assemble a portfolio of copper and gold projects with clear Tier One potential. Our 2024 exploration programs are well underway on the Urasar and Vardenis Projects. We look forward to completing the current Placement and updating the market on our exploration activities as we advance toward drill-testing in the coming months."
The Placement is being led by Fremont's President, CEO and majority shareholder Dennis Moore, along with existing shareholders and insiders. Net proceeds of the Placement will be used to advance exploration at the Company's Vardenis and Urasar Projects in Armenia, evaluation of other mineral opportunities and for general working capital purposes.
The Placement is subject to regulatory approval and all securities issued pursuant to the Placement are subject to a four-month hold period under applicable Canadian securities laws. The Company may pay finders' fees in connection with the Placement, as permitted by applicable securities laws and the rules of the TSX Venture Exchange ("TSXV"). The finders' fee will consist of a commission equal to 6% of proceeds raised, payable in cash.
Certain Directors and/or Officers of the Company will acquire securities under the Placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI-61-101"). The Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI-61-101 as neither the fair market value of any shares or the consideration paid by such persons will exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Option grants:
The company is also pleased to announce that its Board of Directors has approved the granting of 150,000 stock options to advisor and professional geologist Luis Arteaga pursuant to the Company's stock option plan. The stock options entitle the optionee to purchase a total of 150,000 common shares in the capital stock of the Company at a price of $0.10 per common share. The stock options have a term of five years and vest over a 24-month period.
About Fremont
Fremont (TSXV: FRE) (FSE: FR20) (OTCQB: FRERF) is a Canadian exploration company targeting Tier One precious and critical metal discoveries in Armenia.
The Company's mine-finding management team has a track record of creating shareholder value and has recently assembled a highly prospective portfolio of precious and critical metal projects in the Central Tethyan Mineral Belt in Armenia. The Tethyan Belt comprises one of the world's most prolific mineralized regions, yet the Armenian portion of the belt is vastly underexplored.
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On behalf of the Board of Directors,
Dennis Moore
President, CEO and Interim Chairman
For further information, contact:
Dennis Moore
Fremont Gold Ltd.
Telephone: +351 925062196
Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward- Looking Statements
This news release contains forward-looking statements. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements including, without limitation, statements regarding future exploration programs at Urasar and Vardenis. Important factors that could cause actual results to differ materially from the Company's expectations include the success of the Placement and the risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Not for distribution to United States newswire services or for dissemination in the United States
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SOURCE: Fremont Gold Ltd.
