BULGOLD Announces Closing of First Tranche of Non-Brokered Private Placement for Gross Proceeds of Approximately $1.66 Million

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TORONTO, June 23, 2023 (GLOBE NEWSWIRE) -- BULGOLD Inc. (TSXV: ZLTO) (the “Company” or “BULGOLD”) is pleased to announce the closing of the first tranche of its previously announced non-brokered private placement (the "Offering") for gross proceeds of approximately $1.66 million from the sale of 5,533,331 units of the Company (each, a "Unit") at a price of $0.30 per Unit (the "Issue Price"). BULGOLD also announces that it has extended the Offering for an additional 30 days.

Each Unit consists of one common share of the Company (each a “Unit Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant (including Warrants comprising Units issued pursuant to the closing of any subsequent tranche of the Offering) will entitle the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of $0.40 at any time on or before December 23, 2024.

In consideration for the services rendered by certain arm’s length parties (the “Finders”) in connection with the Offering, the Finders received an aggregate cash fee of $9,660.00 and an aggregate of 32,200 finder’s warrants (the “Finder’s Warrant”). Each Finder’s Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.40 until December 23, 2024.

Management of the Company subscribed for $266,500 of the Offering. The issuances of Units to such insiders are considered related party transactions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(b) and 5.7(1)(b) of MI 61-101, respectively, in respect of such insider participation. The Offering remains subject to the final approval of the TSX Venture Exchange. The Unit Shares and Warrant Shares are subject to a four-month hold period ending on October 24, 2023.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.