Mr. Geoff Balderson reports
EARLY WARNING PRESS RELEASE
Ray Van Empel (the acquiror) has made a strategic capital investment in Alerio Gold Corp., acquiring 1.25 million units of Alerio Gold priced at two cents per Alerio unit through a private placement on June 23, 2025, totalling an investment of $25,000.00. Each Alerio unit comprises one common shares and one-half common share purchase warrant of Alerio. Each Alerio warrant entitles the acquiror to purchase an additional common share at a price of five cents per share for a period of two years from the closing date.
In addition, on June 30, 2025, the acquiror acquired 150 unsecured convertible notes of Alerio Gold Corp., each with a principal amount of $1,000, in settlement of outstanding debt totalling $150,000. The convertible notes bear interest at a rate of 5 per cent per annum, mature two years from the date of issuance and are convertible, at the option of the holder, into units of the company at a deemed price of two cents per unit. Each unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at five cents per share for a period of two years from the closing date.
Prior to the completion of the Alerio private placement, the acquiror held 20,171,500 common shares and three million share purchase warrants, representing approximately 19.93 per cent of the issued and outstanding shares (or 23,171,500 shares, representing approximately 22.23 per cent on a partially diluted basis, assuming exercise of all warrants held by the acquiror).
Following the completion of the private placement, the acquiror holds 21,421,500 common shares and 3,265,000 share purchase warrants, representing approximately 17.03 per cent of the issued and outstanding shares (or 25,046,500 shares, representing approximately 19.36 per cent on a partially diluted basis, assuming exercise of all warrants held by the acquiror).
The acquiror also holds 150 unsecured convertible notes with a principal amount of $150,000, acquired as part of a debt settlement. The convertible notes have not yet been converted and, as such, the underlying securities are not included in the ownership calculations above.
The shares were acquired for investment purposes. The acquiror may increase or decrease his beneficial ownership of or control over securities of the company s the circumstances or market conditions warrant.
A copy of the early warning report is available on SEDAR+.
About Alerio Gold Corp.
Alerio Gold is a mineral exploration and development company in the business of acquiring, exploring and developing natural resource properties, with a focus in Guyana, South America. The company currently has 100-per-cent interest in three gold properties located in Guyana.
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