Unigold Proposes to Extend Warrants

Rhea-AI Summary

Unigold announces its intention to extend the expiry dates of 46,000,342 share purchase warrants to December 31, 2024. These warrants, allowing holders to buy one common share at $0.30 each, were issued during private placements in 2020, 2021, and 2022. Approximately 2.4 million of these warrants are held by related parties, making the extension a related party transaction under Multilateral Instrument 61-101. This extension is subject to approval by the TSX Venture Exchange (TSXV). If approved, a material change report will be filed.

Positive

• Extension of 46,000,342 warrants to December 31, 2024.
• Warrant exercise price remains at $0.30 per common share.
• Exemptions from formal valuation and minority approval requirements due to less than 25% market capitalization impact.
• Potential increase in investor confidence with extended timeline.

Negative

• Subject to TSX Venture Exchange approval, causing potential delays.
• The extension involves related parties, which may raise concerns about fairness.
• No immediate increase in capital since the exercise price remains unchanged.

Toronto, Ontario--(Newsfile Corp. - June 10, 2024) - Unigold Inc. (TSXV: UGD) (OTCQB: UGDIF) (FSE: UGB1) ("Unigold" or the "Company") announces that the Company intends to extend the expiry dates of a total of 46,000,342 share purchase warrants (the "Warrants") to December 31, 2024 (the "Warrant Extensions"). Each Warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.30 per common share and all other terms of the Warrants, including exercise price, will remain the same. The Warrants were issued pursuant to the following private placements and all are set to expire on June 29, 2024:

• 16,629,167 warrants, including 193,060 warrants issued to insiders, were issued pursuant to a private placement which closed on June 24, 2020
• 12,596,175 warrants, including 375,850 warrants issued to insiders, were issued pursuant to a private placement which closed on August 10, 2021
• 8,750,000 warrants, including 1,850,000 warrants issued to insiders, were issued pursuant to a private placement which closed on September 7, 2022
• 1,150,000 warrants were issued pursuant to a private placement which closed on September 12, 2022
• 6,875,000 warrants were issued pursuant to a private placement which closed on November 1, 2022

The Company has made an application to the TSX Venture Exchange (the "TSXV") in respect of the Warrant Extensions. The Warrant Extensions are subject to the approval of the TSXV.

A total of 2,418,910 Warrants are held by parties who are considered to be "related parties" of the Company. Therefore, the amendment of Warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon as the fair market value of the Warrants held by insiders does not exceed 25% of the market capitalization of the Company. Upon receipt of the approval of the TSXV of the Warrant Extensions, a material change report in respect of the Warrant Extension will be filed by the Company.

For further information please visit http://www.unigoldinc.com or contact:

Mr. Joseph Hamilton
Chairman & CEO
T. (416) 866-8157

Forward-Looking Statements
Certain statements contained in this document, including statements regarding events and financial trends that may affect our future operating results, financial position and cash flows, may constitute forward-looking statements within the meaning of the federal securities laws. The forward-looking statements contained in this document are made as of the date hereof and we assume no obligation to update the forward-looking statements Where applicable, we claim the protection of the safe harbour for forward-looking statements provided by the (United States) Private Securities Litigation Reform Act of 1995. For more information, please visit https://www.unigoldinc.com/profile/forward-looking-statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/212272

FAQ

What is the new expiry date for Unigold's warrants?

The new expiry date for Unigold's warrants is December 31, 2024.

What is the exercise price of Unigold's extended warrants?

The exercise price of Unigold's extended warrants remains $0.30 per common share.

How many warrants is Unigold extending?

Unigold is extending 46,000,342 warrants.

Are Unigold's warrant extensions subject to any approvals?

Yes, the warrant extensions are subject to the approval of the TSX Venture Exchange (TSXV).

Why is Unigold's warrant extension considered a related party transaction?

The extension is considered a related party transaction because 2,418,910 warrants are held by related parties.

Will the terms of Unigold's warrants change with the extension?

No, other terms of the warrants, including the exercise price, will remain unchanged.

When were the warrants originally set to expire?

The warrants were originally set to expire on June 29, 2024.

How many warrants are held by insiders in Unigold's extension plan?

Insiders hold a total of 2,418,910 warrants in Unigold's extension plan.