VICTORIA, CANADA – April 21, 2023: Cosigo Resources Ltd. (“Cosigo” or the “Company”) (TSXV:
NEX.CSG.h announces that it has closed its non-brokered Private Placement as previously announced
in the company‘s news release dated March 3, 2023.
In connection with the Private Placement, Cosigo Resources Ltd. issued 10,000,000 units (each, a “Unit”)
at a price of $0.05 per Unit for aggregate gross proceeds of $500,000. Each Unit consists of one common
share in the capital of the Company (a “Common Share”) and one non-transferable Common Shares
purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one Common Share
at a price of $0.06 per Common Share for a period of 12 months from the date of issuance.
In connection with the Private Placement, the Company paid an aggregate of $9,240 in finder’s
commissions to certain arm’s length finders.
Certain directors and officers of the Company (“Interested Parties”) purchased or acquired direction and
control over a total of 392,154 Units under the Private Placement. The placement to those persons
constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the
directors of the Company have determined that the Interested Parties’ participation in the Private
Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(b) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Private Placement as the details of the participation of Interested Parties had not been confirmed at that time.
The Company intends to use the net proceeds of the Offering to conduct prospecting, mapping and
sampling on the Company’s Taraira property, the Willow Creek Nevada property and for working capital
purposes.
All securities issued pursuant to the Private Placement will be subject to a statutory hold period of four
months plus one day from the date of issuance, in addition to such other restrictions as may apply under
applicable securities laws of jurisdictions outside Canada.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities
in the United States. The securities have not been and will not be registered under the U.S. Securities
Act or any state securities laws and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
The Private Placement is subject to the final approval of the TSX Venture Exchange.
In other matters, Cosigo and AMECA Mining BVI (“AMECA”) had initially planned on working together
starting in October of 2020 to commence further gold exploration activities on the Damian property. The
global pandemic caused a certain number of delays to the project’s timeline and the Company has decided to terminate the agreement.