August 6, 2025, Vancouver, British Columbia – Soma Gold Corp. (TSXV: SOMA) (WKN: A2P4DU) (OTC: SMAGF) (“Soma” or the “Company”) is pleased to announce that its previously announced non-brokered private placement offering (the “Offering”) of 13,043,478 units (each, a “Unit”) at a price of C$1.15 per Unit, for gross proceeds of C$15,000,000, is fully committed. The Offering is expected to close by the end of the week.
The Offering is being completed pursuant to the Listed Issuer Financing Exemption (“LIFE Exemption”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions, and is available to eligible purchasers resident in Canada (excluding Québec), as well as in certain other jurisdictions outside Canada, in compliance with applicable securities laws. The Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one additional Common Share at a price of C$2.00 for 36 months from the date of issuance. The Warrants will be subject to an Accelerated Expiry provision that stipulates that if the Company’s Common Shares trade above C$3.00 for 30 consecutive days, the Warrants will expire 30 days following that period.
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. Closing of the Offering remains subject to customary conditions, notably the receipt of all required regulatory approvals, including TSX Venture Exchange approval.
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.
