Star Metro - Gamma Resources Announces Extension of Private Placement Closing Date

The Private Placement will consist of up to 21,875,000 units (each a "Unit") at a purchase price of $0.08 per Unit for gross proceeds of up to $1,750,000. Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one non-transferable Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.12 for a period of 36 months following the closing of the Private Placement (the "Closing Date"). The completion of the first tranche, and the subsequent final tranche, of the Private Placement is subject to the acceptance of the TSX Venture Exchange.

Directors of the Company are expected to participate in the second tranche. Such participation is considered to be a related party transaction as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The offering will be exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities will exceed 25 per cent of the Company's market capitalization.

All securities issued in connection with the Private Placement will be subject to a four-month plus one day hold period from the Closing Date, pursuant to applicable securities laws and the policies of the TSX Venture Exchange. The securities issued in connection with the Private Placement have not been nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States or to an account for the benefit of US persons, absent such registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale, or solicitation would be unlawful.

Use of proceeds: The company intends to use the net proceeds of the private placement to continue exploration at its Mesa Arc project in New Mexico and its Green River project in Utah, and for general working capital and corporate purposes.

About Gamma Resources Ltd.

Gamma Resources Ltd. (TSX-V:GAMA)(OTCQB:GAMXF)(FRA:MRD0) is a U.S.-focused uranium exploration and development company advancing high-quality assets in the Mountain West region of the United States. The Company's portfolio includes the Green River Project in Utah, comprising 1,100 acres near prominent regional producers, and the Mesa Arc Project in New Mexico, a strategic land position now totaling 4,520 acres that includes historic uranium resources in the Chama Basin. Management believes the Company is well-positioned to benefit from the policy and market tailwinds reshaping the U.S. nuclear landscape and to help meet growing demand with responsibly sourced, U.S.-based uranium supply.

Gamma trades on the TSX Venture Exchange (TSX-V:GAMA), in the United States on the OTCQB (OTCQB:GAMXF), and in Germany on the Frankfurt Stock Exchange (FRA:MRD0).

Note Regarding Historical Estimates

The historic uranium resources referred to in this news release are historical estimates. A qualified person has not done sufficient work to classify these historical estimates as current mineral resources or mineral reserves, the Company is not treating them as current mineral resources or mineral reserves, and they should not be relied upon as such.

For Further Information

Mr. Connor Messler
Email: [email protected]
Tel: (833) 854-6826
www.gammaresourcesltd.com

Cautionary Note Regarding Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends", "expects" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the completion of the Private Placement on the terms described herein; the expected closing date of the Private Placement; the anticipated proceeds to be raised under the Private Placement; the intended use of any proceeds raised under the Private Placement; the anticipated participation of insiders in the Private Placement and the availability of the exemptions from MI 61-101 referred to herein; the payment of any finder's fees in connection with the Private Placement; the anticipated benefits to the Company and its shareholders of the structure of the Private Placement, including reduced dilution and the absence of freely tradeable securities on closing; the Company's planned exploration activities at the Mesa Arc and Green River projects; and the receipt of all required regulatory approvals for the Private Placement, including that of the TSXV.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: delays in obtaining or failure to obtain required regulatory approvals for the Private Placement, including TSXV approval; the inability of the Company to complete the Private Placement on the terms described herein, on the timetable anticipated, or at all; the inability of the Company to raise the anticipated proceeds under the Private Placement; the possibility that insiders do not participate in the Private Placement; the possibility that the size of the Private Placement is insufficient to fund the Company's planned activities and that additional financing is required on terms that may be less favourable; the inability of the Company to utilize the anticipated proceeds of the Private Placement as anticipated; and risks related to global financial markets, including the trading price of the Company's Common Shares.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation: the Company will obtain the required regulatory approvals for the Private Placement, including TSXV approval; the Company will be able to raise the anticipated proceeds under the Private Placement and on the timetable anticipated; and the Company will use the proceeds of the Private Placement as currently anticipated.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.

SOURCE: Gamma Resources LTD

View the original press release on ACCESS Newswire

M.Johnson--SMC