(TheNewswire)
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**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES**
September 7, 2023 – TheNewswire - Vancouver, British Columbia: Gold Basin Resources Corporation (the "Company" or "Gold Basin") – (TSXV:GXX) (OTC:GXXFF) today announced the closing of its previously disclosed non-brokered private placement (the “Financing”) through the issuance of 6,422,335 common shares in the capital of the Company (each a "Share") at a price of $0.15 per Share for gross proceeds of $963,350.
The net proceeds from the Financing are intended to fund ongoing fieldwork and exploration campaigns at Gold Basin's mineral projects and for general working capital. In connection with the closing of the Financing, the Company paid aggregate cash finder’s fees of $20,031 to certain finders including Haywood Securities Inc., PI Financial Corp. and Leede Jones Gable Inc. for the introduction of eligible investors to the Company. All Shares issued in connection with the Financing are subject to a four month hold period expiring January 7, 2024.
Certain officers and directors of the Company (collectively, the "Related Parties") participated in the Financing pursuant to the terms described above. These constitute related party transactions pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, as at the closing of the Financing, neither the fair market value of the Shares issued in connection with the Financing, nor the fair market value of the consideration received by the Company for same, insofar as it involved the Related Parties, exceeded 25% of the Company's market capitalization.
None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT GOLD BASIN RESOURCES CORPORATION
Gold Basin Resources is advancing the 42 km2 Gold Basin Project, located in the tier-one mining jurisdiction of Mohave County, Arizona. The Project hosts multiple at-surface oxide gold deposits which remain largely open for expansion, and district-scale exploration potential which has been vastly underexplored by modern technologies. Gold Basin is accessible year-round via a 1.5-hour-drive on I93 Highway southwest of Las Vegas, and high-power electrical lines from the Hoover Dam crosscut the southern Project area. For further information, please visit the Company’s web site at: www.goldbasincorp.com.
Gold Basin is a member of Discovery Group, an alliance of public companies focused on the advancement of mineral exploration and mining projects. For more information please visit: www.discoverygroup.ca.
On Behalf of the Board of Directors
Colin Smith
Chief Executive Officer
For further information, please contact:
Michael Rapsch, Investor Relations
Phone: 1-604-331-5093
Neither 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 news release.
FORWARD-LOOKING STATEMENTS:
This news release contains forward-looking statements and forward-looking information (collectively, "forward looking statements") within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the completion of the Financing, payment of finder's fees, the use of proceeds from the Financing, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward looking information. Such risks and other factors include, among others, statements as to the closing of the Financing, anticipated business plans, direction and timing of future activities of the Company, the ability of the Company to obtain sufficient financing to fund its business activities and plans, delays in obtaining governmental and regulatory approvals (including of the TSX Venture Exchange), permits or financing, changes in laws, regulations and policies affecting mining operations, currency fluctuations, title disputes or claims, environmental issues and liabilities, risks relating to epidemics or pandemics such as COVID–19, including the impact of COVID–19 on the Company's business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to joint venture operations, and other risks and uncertainties disclosed in the Company's continuous disclosure documents. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake any obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.
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