Toronto, Ontario--(Newsfile Corp. - November 27, 2025) - Advanced Gold Exploration (CSE: AUEX) ("Advanced Gold" or the "Company") is pleased to announce that, further to its press release of November 6, 2025, the Company has completed its non-brokered private placement through the issuance of 5,000,000 units (each, a "Unit") in the capital of the Company at a price of $0.05 per Unit for aggregate gross proceeds of up to $250,000 (the "Offering").
Each Unit was comprised of one common share (each, a "Common Share") in the capital of the company and one-half of one whole transferable Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.065 per Common Share for a period of two (2) years from the date of issuance.
The gross proceeds of the Offering shall be used for general corporate and working capital purposes. All securities issued in connection with the Offering are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. In connection with the closing of the Offering, the Company paid certain eligible persons cash commissions in the aggregate amount of $8,500. In lieu of cash commissions, the Company issued the finder an aggregate of 170,000 Common Shares.
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company subscribed for an aggregate of 2,800,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101, as the Company is in financial difficulty and the transaction is designed to improve the financial position of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
The Offering was approved by the members of the board of directors of the Company who are independent for the purposes of the Loan, being all directors other than Messrs. Arndt Roehlig and Jim Atkinson. No special committee was established in connection with the Offering, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (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 as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Prior to the completion of the Offering, Arndt Roehlig held an aggregate of 16,500 Common Shares, representing approximately 0.21% of the then issued and outstanding Common Shares on an undiluted basis and on a partially diluted basis. Upon completion of the Offering, Mr. Roehlig held an aggregate of 2,516,500 Common Shares and 1,250,000 Warrants, representing approximately 19.11% of the issued and outstanding Common Shares on an undiluted basis and approximately 26.12% on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Roehlig may from time to time increase or decrease its holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
About Advanced Gold Exploration Inc.
Advanced Gold Exploration (formerly Advance United Holdings Inc.) is a Canadian mineral exploration company. The company has acquired a portfolio of undervalued gold and copper properties and are increasing their value through the application of modern technology, new ideas and systematic exploration. The company has a growing pipeline of similar properties that the company is looking to acquire. Advanced Gold is involved exclusively in the acquisition and advancement of past projects -- with no intent to bring them back into production or to mine them itself. The company's expertise is in identifying and acquiring undervalued properties with significant historical work, which were uneconomic at the time. The company believes it can enhance their economic value at today's prices. The company finances the reworking historic data and applying modern technology to underwrite new qualified reports, document quantifiable resources and reserves to current standards, thereby recognizing the current value. The company's purpose is to bring immediate and long-term value to its partners and shareholders while seeking to reduce exploration risk, so that it can all advance in the shortest possible time frame.
Contact Information
James Atkinson, M.Sc., P. Geo
Chairman, Advanced Gold Exploration Inc.
Email: jim@advancedgoldexploration.com
Tel: (647) 278-7502
Forward-Looking Information and Cautionary Statements
This news release may contain "forward-looking information" within the meaning of applicable securities laws relating to the trading of the Company's securities and the focus of the Company's business. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "intends", "contemplates", "believes", "projects", "plans" and similar expressions. Forward-looking statements in this news release include statements regarding the Company's ability to increase the value of its current and future mineral exploration properties and, in connection therewith, any long-term shareholder value, the Company's ability to mitigate or eliminate exploration risk, and the Company's intention to develop a portfolio of historic gold properties. Readers are cautioned not to place undue reliance on forward-looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Company will continue its business as described above. Readers are encouraged to refer to the Company's annual and quarterly management's discussion and analysis and other periodic filings made by the Company with the Canadian securities regulatory authorities under the Company's profile on SEDAR at www.sedarplus.ca. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances or actual results unless required by applicable law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276207
SOURCE: Advanced Gold Exploration Inc.
