PureGold Closes First Tranche of Previously Announced Non-Brokered Private Placement

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VANCOUVER, British Columbia, May 25, 2022 (GLOBE NEWSWIRE) -- Pure Gold Mining Inc. (TSX-V:PGM, LSE:PUR) (“PureGold” or the “Company”) is pleased to announce that it has closed a first tranche (“First Tranche”) of its non-brokered private placement announced on May 6, 2022 (the “Offering”). The second of two tranches (“Second Tranche”) is expected to close on or about May 27, 2022. Between both the First Tranche and Second Tranche, the Company expects to close on aggregate gross proceeds of approximately C$31 million.

Pursuant to the closing of the First Tranche, the Company has issued a total of 185,072,960 units of the Company (the “Units”), at a price of C$0.15 per Unit, for aggregate gross proceeds of C$27,760,944. Each Unit consists of one common share and one common share purchase warrant (a “Warrant”). Each Warrant will be transferrable and entitle the holder to acquire one common share of PureGold for six months from the closing date of the Offering at a price of C$0.18.

In connection with the closing of the First Tranche, Tamesis Partners LLP, REDPLUG Inc., Canaccord Genuity Corp., Sprott Capital Partners, PI Financial Corp., Haywood Securities Inc., BMO Nesbitt Burns Inc., Stephen Avenue Securities Inc., Pollitt & Co Inc., Research Capital Corp., and Leede Jones Gable Inc. (collectively, the “Finders”), received a subscription fee equal to 6.0% (the “Subscription Fees”) of the gross proceeds raised under the First Tranche by each Finder for an aggregate total of $512,592 in Subscription Fees paid by the Company.

Certain directors and officers of the Company, specifically, Mark O’Dea, Chris Haubrich, Lenard Boggio, Graeme Currie, Bryan Wilson, Maryse Belanger, Troy Fierro, Robert Pease, and Phil Smerchanski (collectively, the “Interested Persons”) purchased or acquired direction and control over an aggregate of 13,933,332 Units under the Offering. The Interested Persons are each considered a “related party” of PureGold and the sale of Common Shares under the Offering to the Interested Persons constitutes a “related party transaction” within the meaning of MI 61-101. The Interested Persons collectively held and controlled approximately 2.23% of the of the issued and outstanding Common Shares of the Company, on a non-diluted basis, prior to the closing of the Transactions. Following completion of the Offering, the Interested Persons hold 29,571,856 Common Shares, collectively representing approximately 3.65% of the issued and outstanding Common Shares of the Company. The “related party” portion of the Offering was exempt from the minority approval requirement of Section 5.6 and the formal valuation requirement of Section 5.4 of MI 61-101 as neither the fair market value of the “related party” portion of the Offering, nor the fair market value of the consideration of the “related party” portion of the Offering, exceeded 25% of PureGold’s market capitalization. A material change report in connection with the Transactions will be filed less than 21 days before the closing of the Transactions. This shorter period was reasonable and necessary in the circumstances as the Company wished to complete the Transactions in a timely manner.