Subject: Alerio Gold Corp. - News Release for Immediate Dissemination
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File: '\\swfile\EmailIn\20250630 143102 Attachment 2025-06-30_NR_EWR_Ray_Van_Empel.docx'
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#1600 - 409 Granville Street Vancouver, BC, Canada, V6C 1T2
604-602-0001
EARLY WARNING PRESS RELEASE
This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers.
Vancouver, BC, Canada - June 30, 2025. Ray Van Empel (the "Acquiror") is pleased to announce that it has made a strategic capital investment in Alerio Gold Corp., acquiring 1,250,000 Units of Alerio Gold Corp. (each, a "Alerio Unit") priced at $0.02 per Alerio Unit through a private placement on June 23, 2025, totaling an investment of $25,000.00. Each Alerio Unit comprises of one common shares and one-half common share purchase Warrant of Alerio (each, a "Alerio Warrant"). Each Alerio Warrant entitles the Acquiror to purchase an additional common share (each, a "Alerio Warrant Share") at a price of $0.05 per Share for a period of two (2) years from the Closing Date.
In addition, on June 30, 2025, the Acquiror acquired 150 unsecured convertible notes of Alerio Gold Corp. (the "Convertible Notes"), each with a principal amount of $1,000, in settlement of outstanding debt totaling $150,000. The Convertible Notes bear interest at a rate of 5% per annum, mature two (2) 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 $0.02 per unit. Each unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $0.05 per share for a period of two (2) years from the closing date.
Prior to the completion of the Alerio Private Placement, the Acquiror held 20,171,500 common shares and 3,000,000 share purchase warrants, representing approximately 19.93% of the issued and outstanding shares (or 23,171,500 shares, representing approximately 22.23% 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% of the issued and outstanding shares (or 25,046,500 shares, representing approximately 19.36% 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 www.sedarplus.ca.
About Alerio Gold Corp.
Alerio Gold Corp. 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% interest in three gold properties located in Guyana.
ON BEHALF OF THE BOARD OF DIRECTORS
"Geoff Balderson"
Geoff Balderson, Director & CFO
For further information, please contact:
Geoff Balderson
Chief Financial Officer, Secretary, and Director
Telephone: 604-602-0001
Email: gb@harmonycs.ca
Forward-Looking Information
This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, "anticipates", "expects", "is expected", "intends", "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be achieved. Forward-looking statements include those relating to the acquisition by Alerio Gold Corp. of all of the Properties and the corresponding issuance of the Consideration Shares, the satisfaction of necessary terms and conditions of the Definitive Agreement to complete the Acquisition, and the ownership of the Properties via power of attorney.
Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, including assumptions related to the ability of both companies to successfully complete all the conditions precedent under the Definitive Agreement and the companies receiving all necessary future approvals and permits. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, undue reliance should not be placed on any such forward-looking statements and they are not guarantees of future results. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements. Except as required by law, Alerio Gold Corp. undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
The CSE, nor its market regulator, does not accept responsibility for the adequacy or accuracy of this news release. The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
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