VANCOUVER, BC, Aug. 6, 2025 /CNW/ - Soma Gold Corp. (TSXV: SOMA) (WKN: A2P4DU) (OTC: SMAGF) ("Soma" or the "Company") is pleased to announce that its previously announced non-brokered private placement offering (the "Offering") of 13,043,478 units (each, a "Unit") at a price of C$1.15 per Unit, for gross proceeds of C$15,000,000, is fully committed. The Offering is expected to close by the end of the week.
The Offering is being completed pursuant to the Listed Issuer Financing Exemption ("LIFE Exemption") under Part 5A of National Instrument 45-106 – Prospectus Exemptions, and is available to eligible purchasers resident in Canada (excluding Québec), as well as in certain other jurisdictions outside Canada, in compliance with applicable securities laws. The Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share at a price of C$2.00 for a period of 36 months from the date of issuance. The Warrants will be subject to an Accelerated Expiry provision that stipulates that if the Company's Common Shares trade above C$3.00 for 30 consecutive days, the Warrants will expire 30 days following that period.
An offering document related to the Offering is available under the Company's profile on SEDAR+ and on Soma's website at www.somagoldcorp.com. Closing of the Offering remains subject to customary conditions, notably the receipt of all required regulatory approvals, including TSX Venture Exchange approval.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT SOMA GOLD CORP.
Soma Gold Corp. (TSXV: SOMA) is a profitable mining company focused on gold production and exploration. The Company owns over 43 sq. kilometers of mineral concessions following the prolific OTU fault in Antioquia, Colombia and two fully permitted mills located within 25 kilometers of each other, with a combined milling capacity of 675 tpd. The El Bagre Mill operates at 450 TPD and the el Limon mill is slated to restart operations in Q3 2025. Internally generated funds are being used to finance a regional exploration program.
With a solid commitment to sustainability and community engagement, Soma Gold Corp. is dedicated to achieving excellence in all aspects of its operations.
The Company also owns an exploration property near Tucuma, Para State, Brazil that is currently under option to Ero Copper Corp.
On behalf of the Board of Directors
"Geoff Hampson"
Chief Executive Officer and President
Reader Advisory & Forward-Looking Information
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and are often, but not always, identified by words such as "anticipate," "believe," "expect," "intend," "plan," "continue," "estimate," "may," "will," "should," "could," or similar expressions and include statements regarding: the completion and timing of the closing of the Offering; the receipt of all necessary regulatory approvals, including TSX Venture Exchange approval; the terms of the securities to be issued under the Offering; and the anticipated use of proceeds.
Forward-looking statements are based on the Company's current expectations and assumptions, including expectations and assumptions concerning the prevailing market conditions, availability of capital resources, and other factors that management believes are reasonable in the circumstances. However, forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those anticipated in such statements. These risks include, but are not limited to: the risk that the Offering may not be completed on the terms described herein or at all; the failure to receive necessary approvals; fluctuations in commodity prices and currency exchange rates; exploration, development, and operational risks inherent in the mining industry; risks related to global financial markets and economic conditions; and those risks set out in the Company's public disclosure record available at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S newswire services or dissemination in the United States
