Vancouver, BC, August 20, 2025 – Soma Gold Corp. (TSXV: SOMA) (WKN: A2P4DU) (OTC: SMAGF) (“Soma” or the “Company”) is pleased to announce it has closed the second and final tranche of its previously announced non-brokered private placement (the “Offering”) under the Listed Issuer Financing Exemption (“LIFE Exemption”) pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions and the further exercise of the greenshoe option.
Under the second tranche, the company issued and sold an additional 1,508,260 units (each, a “Unit”) at a price of CAD$1.15 per Unit, for aggregate gross proceeds of approximately CAD$1,734,500. In total, the Company has sold and issued an aggregate of 14,997,826 Units for aggregate gross proceeds of approximately CAD$17.25 million over both tranches of the Offering.
Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one additional Common Share at an exercise price of CAD$2.00 per Common Share for a period of 36 months from the date of issuance. The Warrants are subject to an Accelerated Exercise provision that stipulates that if the shares of the Company trade above $3.00 for a period of 30 days, the Warrants will expire 30 days after such date unless exercised earlier.
The proceeds from the Offering will support SOMA’s ongoing mill expansion efforts, installation of ore sorting infrastructure, accelerated exploration and development of the Nechi mine, and general working capital needs.
“We are extremely pleased to have successfully closed this oversubscribed financing. The strong demand we received, including participation from strategic investors, gives us the flexibility to aggressively advance our growth plans while continuing to build long-term value for shareholders,” said Geoff Hampson, CEO of Soma Gold Corp.
In connection with the second tranche of the Offering, the Company paid an aggregate CAD$104,070 in cash commissions and issued an aggregate 90,496 finder’s warrants (the “Finder’s Warrants”) in connection with the Offering. Each Finder’s Warrant entitles the holder to acquire one additional common share at a price of $2.00 for a period of 36 months following the date of issuance.
An offering document related to the Offering is available under the Company’s profile on SEDAR+ and on Soma’s website at www.somagoldcorp.com. The Offering remains subject to the final approval of the TSXV Venture Exchange.
The Units issued have not and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption. The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT SOMA GOLD
Soma Gold Corp. (TSXV: SOMA) is a profitable mining company focused on gold production and exploration. The Company owns over 43 sq. kilometers of mineral concessions following the prolific OTU fault in Antioquia, Colombia and two fully permitted mills located within 25 kilometers of each other, with a combined milling capacity of 675 tpd. The El Bagre Mill operates at 450 TPD and the el Limon mill is slated to restart operations in Q3 2025. Internally generated funds are being used to finance a regional exploration program.
With a solid commitment to sustainability and community engagement, Soma Gold Corp. 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.
On behalf of the Board of Directors
“Geoff Hampson”
Chief Executive Officer and President
For further information, please contact Andrea Laird, telephone: +1-604-259-0302
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
All statements, analysis and other information contained in this press release about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management’s estimates or opinions should change except as required by applicable laws. Investors should not place undue reliance on forward-looking statements.
