Mr. Chris Wensley reports
GOLD RUNNER EXPLORATION ANNOUNCES NON BROKERED PRIVATE PLACEMENT
Gold Runner Exploration Inc. intends to undertake a non-brokered private placement financing to raise gross proceeds of up to $920,000 from the sale of up to 4.6 million units at a price of 20 cents per unit. Each unit shall comprise one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of the company at a price of 40 cents per common share for a period of 60 months from closing of the offering. The securities issued under the offering will have a hold period expiring four months and one day from the date of issuance pursuant to applicable Canadian securities laws. Closing of the offering remains subject to regulatory approvals, including approval of the Canadian Securities Exchange.
Net proceeds from the offering will be used for exploration and development of the company's assets, claims and option payments in respect of the company's projects in the United States, geological evaluation of opportunities in Canada, and working capital and corporate purposes.
The company may pay finders' fees to eligible arm's-length third parties on gross proceeds of the offering, consisting of cash and/or brokers' warrants. Each whole broker's warrant will be exercisable for a period of two years from the date of issuance at a price of 40 cents per common share.
None of the securities offered in connection with the offering will be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state of the United States.
The company relied on the exception set out in Section 4.6(2)(b) of CSE Policy 4, Corporate Governance, Security Holder Approvals and Miscellaneous Provisions, with respect to the requirement to obtain shareholder approval of such transaction as the company is issuing more than 100 per cent of its issued share capital on a fully diluted basis in the offering. The company applied and was granted by the CSE the exception from shareholder approval based on the following. The company is in financial hardship; it has reached an agreement to complete the offering; no related persons as defined in Policy 1 will participate in the transaction; and the financing has been approved by the majority of the independent directors of the company.
About Gold Runner Exploration Inc.
Gold Runner Exploration is an experienced exploration company focused on the exploration and development of its portfolio of gold and silver properties located in prolific mining districts of Canada and the U.S.
Rock Creek gold project is Gold Runner's flagship asset, with 74 unpatented lode mining claims wholly owned and controlled by the company. Emboldened by the results coming out of Rock Creek, the company strategically expanded the land position with the acquisition of the nearby Dry Creek prospect and the acquisition of the Falcon silver-gold prospect in September, 2022. Between the three properties, all targeting similar mineralization and likely the same hydrothermal system, Gold Runner Exploration now holds 239 total claims in close proximity of one another. These three gold prospects are situated in a region with proven world-class gold deposits (including Midas, Jerritt Canyon, Betze-Post, Meikle and Gold Quarry), where the potential of finding large, high-grade gold-silver deposits is favourable.
Gold Runner also holds a 10-per-cent carried interest in the Cimarron project, located in the San Antonio Mountains of Nye county, Nevada, and comprising 31 unpatented lode mining claims, including control of six historically producing claims associated with the historic San Antonio mine. The property is located in the prolific Walker-Lane trend, approximately 44 kilometres south of the world-class Round Mountain deposit.
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