Gossan Resources Announces Private Placement Offering

Gossan Resources Limited, a mineral exploration and development company based in Manitoba, has announced a non-brokered private placement to raise up to $500,000 in gross proceeds. The company will issue units (Units) at a price of $0.035 per Unit. Each Unit consists of one common share and one common share purchase warrant. Holders of these warrants will be entitled to purchase one common share at a price of $0.05 for a period of three years from the date of issuance.

The funds raised will be used for working capital and general corporate purposes, as well as to cover expenses related to maintaining the company’s existing mineral claims. The Offering is subject to customary closing conditions, including receipt of approval from the TSX Venture Exchange. The company intends to close the Offering in one or more tranches and is not subject to a minimum amount of gross proceeds being raised.

Insiders of the company may participate in the Offering, which will be considered a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101, based on a determination that the fair market value of the participation in the Offering by insiders will not exceed 25% of the company’s market capitalization.

The securities issued pursuant to the Offering will be subject to a four-month and one-day hold period in accordance with applicable Canadian securities laws and TSXV policies. The company has emphasized that the securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Gossan Resources Limited holds mineral exploration and development properties in Manitoba, Northwestern Ontario, and Newfoundland. The company focuses on the advancement of its mineral exploration and development properties, with a secondary focus on the sale, joint-venture, or co-development of its multi-element properties, which are prospective for hosting gold and base metals, as well as specialty "green-battery metals" such as vanadium, titanium, tantalum, lithium, and chromium. The company also has a deposit of high-purity, magnesium-rich dolomite and holds advance and production royalty interests in a high-purity silica sand deposit.