Mr. Geoff Hampson reports
SOMA GOLD ANNOUNCES $7.5 MILLION NON-BROKERED LIFE PRIVATE PLACEMENT
Soma Gold Corp. has arranged a non-brokered private placement offering of up to 10 million common shares of the company at a price of 75 cents per share for aggregate gross proceeds of up to $7.5-million.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the offering is being conducted pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The offering will be made available to purchasers resident in all provinces of Canada, except Quebec, and in such other jurisdictions outside of Canada where the offering may be lawfully made in compliance with applicable securities laws.
The company will file a Form 45-106F19 offering document related to the offering, which will be accessible under the company's profile on SEDAR+ once filed and on the company's website. Prospective investors should read the offering document in its entirety before making an investment decision.
The net proceeds of the offering are intended to be used to finance: (i) capital expenditures to expand production at the Escondida and Aurora mines; (ii) completion of ore sorting equipment installation; (iii) accelerated exploration activities at the Escondida property; (iv) working capital to prepay for ore purchases from small legal mines near the company's mills; and (v) general corporate purposes. A more detailed description of the intended use of proceeds will be set out in the offering document.
Geoff Hampson, chief executive officer of Soma Gold, states: "This financing positions Soma to accelerate production growth at both the Escondida and Aurora mines while completing our ore sorting infrastructure, two milestones that we expect will have a meaningful impact on our output and margins. We are also pleased to be supporting the formalization of small-scale legal mining operations in our region through ore purchase agreements, which aligns with our long-standing commitment to community and responsible development. We look forward to closing this financing promptly and putting the capital to work."
The offering is scheduled to close on or about June 19, 2026, or such other date as the company may determine. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange.
In connection with the offering, the company has engaged Integrity Capital Group Inc. to act as its financial adviser and support its efforts. For further information, please contact Jeremy Rogers at jrogers@integritycapitalgrp.com. The company may pay fees in accordance with the policies of the exchange consisting of: (i) a cash commission equal to up to 7 per cent of the gross proceeds of the offering; and (ii) non-transferable broker warrants equal to up to 7 per cent of the number of shares sold under the offering. Each broker warrant will entitle the holder to acquire one share at an exercise price of $1.10 per share for a period of 24 months from the closing date.
Debt settlement transaction
The company is also pleased to announce the completion of its previously announced shares-for-debt settlement transaction, as disclosed in the company's news release dated June 2, 2026, pursuant to which the company settled an aggregate of $25,780,086 owed to Conex Services Inc. in exchange for the issuance of 23,436,442 shares at a deemed price of approximately $1.10 per share.
About Soma Gold Corp.
Soma Gold is a profitable gold mining company focused on production and exploration in Colombia. The company holds over 430 square kilometres of mineral concessions along the prolific OTU fault in Antioquia, and operates two fully permitted mills located within 25 kilometres of each other, with a combined milling capacity of 675 tonnes per day and permitted expansion capacity of 1,400 tpd. The El Bagre mill operates at 450 tpd and the El Limon mill resumed operations in Q3 2025. The company finances its regional exploration program through internally generated funds.
With a solid commitment to sustainability and community engagement, Soma Gold is dedicated to achieving excellence in all aspects of its operations.
The company also owns an exploration property near Tucuma, Para state, Brazil, that is currently under option to Ero Copper Corp.
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