Longueuil, Québec--(Newsfile Corp. - April 30, 2026) - Greenheart Gold Inc. (TSXV: GHRT) (OTCQX: GHRTF) (the "Company" or "Greenheart Gold") is pleased to announce that it has completed its previously announced non-brokered private placement issuing 59,850,000 common shares of the Company (the "Shares") at a price of C$1.00 per Share for aggregate gross proceeds of C$59,850,000 (the "Offering").
As part of the Offering, La Mancha Investments S.à.r.l. ("La Mancha") acquired 35,496,402 Shares of the Company and now holds 19.9% of the Company's 214,203,038 issued and outstanding Shares. G Mining Ventures Corp. acquired 6,404,215 Shares through its wholly owned subsidiary G Mining Guyana Corp. ("G Mining") and maintains its 10.5% ownership interest in the Company.
Pursuant to an investor rights agreement entered into today between Greenheart Gold and La Mancha in connection with the Offering, so long as La Mancha and its affiliates hold not less than 10% of the then issued and outstanding common shares of the Company, La Mancha will, among other things, have the right to (i) nominate one director to Greenheart Gold's board of directors, (ii) participate in future equity financings to maintain its relative equity ownership; and (iii) appoint one technical representative to participate as a member of the Company's technical advisory group.
Justin van der Toorn commented, "We are very pleased that La Mancha, a knowledgeable and supportive strategic shareholder, has elected to increase its ownership of Greenheart Gold to 19.9% and that G Mining has maintained its 10.5% interest in the Company. We are also grateful for the continued support of our other significant shareholders who have participated alongside La Mancha and G Mining in this financing. We view our strong and supportive shareholder base as a key strategic advantage for the Company. The strengthening of our treasury positions us well to carry out a multi-year exploration strategy in both Suriname and Guyana, in addition to funding our current drill programs at Majorodam and Igab in Suriname and our planned drilling program at Tosso Creek anticipated to start in Q3, 2026."
The Shares issued under the Offering are subject to a hold period expiring on August 31, 2026. A total of C$45,900 finders' fees was paid in connection with the Offering. The Company intends to use the net proceeds of the Offering for exploration work on its projects in Suriname and Guyana, potential new acquisitions in the Guiana Shield and exploration work thereon, as well as working capital and general corporate purposes.
Insiders of the Company, including G Mining, directly or indirectly acquired 6,549,215 Shares in the Offering. The issuance of Shares to insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves each interested party, does not exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities to be sold in the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. "United States" and "U.S. person" have the meaning ascribed to them in Regulation S under the 1933 Act.
About Greenheart Gold Inc.
Greenheart Gold is an exploration company that builds on a proven legacy of discoveries within the Guiana Shield, a highly prospective geological terrain that hosts numerous gold deposits yet remains relatively under-explored. The Company is led by former executives and members of the exploration group of Reunion Gold, a team that was most recently noted for the discovery and delineation of the multimillion-ounce Oko West deposit in Guyana. Greenheart Gold is building on its management's technical knowledge, strong contact base and previous success from exploring in the Guiana Shield to assemble, maintain and explore a portfolio of early-stage exploration projects in Guyana and Suriname that are prospective for orogenic gold deposits.
Additional information about the Company is available on SEDAR+ (www.sedarplus.ca) and the Company's website (www.greenheartgold.com).
For further information, please contact:
GREENHEART GOLD INC.
Justin van der Toorn, President and CEO, or
Doug Flegg CFA, Senior Vice President Corporate Development
E: d.flegg@greenheartgold.com
E: info@greenheartgold.com
Telephone: +1 450-800-2882
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained in this press release constitute "forward-looking information" and "forward-looking statements" within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Forward-looking statements contained in this press release include, without limitation, those related to the Company's plans and objectives, the planned use of proceeds and, more generally, the section entitled "About Greenheart Gold Inc."
Forward-looking statements are based on beliefs, expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific in nature, including among others, those risks and uncertainties set forth in the Company's audited consolidated financial statements and related notes for the year ended December 31, 2025, and the associated management's discussion & analysis, as well as any subsequent documents and reports filed by the Company with Canadian securities regulators available under the Company's profile on SEDAR+ at www.sedarplus.ca, Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
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Source: Greenheart Gold Inc.
