August 18, 2025, Vancouver, British Columbia – Soma Gold Corp. (TSXV: SOMA) (WKN: A2P4DU) (OTC: SMAGF) (“Soma” or the “Company”) is pleased to announce the successful closing of the first 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.
Pursuant to the Offering, the Company issued 13,489,566 units (each, a “Unit”) at a price of CAD $1.15 per Unit, for aggregate gross proceeds of approximately CAD$15,513,000, including the partial exercise of the greenshoe option. 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.
“We are very pleased to have completed the first tranche of the LIFE Offering and are grateful for the continued support from both new and existing shareholders. The participation of various strategic investors further validates our long-term vision and growth strategy,” said Geoff Hampson, CEO of Soma Gold Corp.
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.
In connection with the Offering, the Company paid an aggregate CAD$930,780 in cash commissions and issued an aggregate 808,473 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.
The Company intends to continue working towards the closing of a second tranche of the Offering pending exercise of the full greenshoe option.
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.
Additionally, the Company has completed the conversion of CAD $10,000,000 of debt into Units on the same terms as the Offering. The debt settlement remains subject to the final approval of the TSX 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.
