Dios Closes First Tranche of Previously Announced Private Placement for $350,000
Montreal, Quebec, Canada — Dios Exploration Inc. (Dios) closed the first tranche of
$350,000 of previously announced $500,000 non-brokered private placement. Pursuant
to this first closing, Dios issued 8,750,000 units of Dios (the « Units ») at a price of $0.04
per Unit, each consisting of one flow-through Common Share of the capital of Dios and
one half-warrant, one whole warrant entitling its holder to subscribe for one Common
Share of Dios at $0.06 per share for two years from date of issuance.
The use of proceeds will focus on diamond drilling Heberto-Gold discovery and extents
on Dios’ wholly-owned road accessible Au33 property, James Bay, Quebec.
Heberto-Gold system is located within a five-by-eight km highly anomalous gold-inoutcrop, gold-in-till, gold-in-soil area, 50 km south of Eleonore world-class gold mine
and 20 km west of Clearwater gold deposit, near Eastmain1 hydropower facilities.
Common Shares and warrants issued pursuant to this placement are subject to a restricted
hold period of four months and one day, ending on August 8, 2026, under applicable
Canadian securities laws. The placement remains subject to final approval of the TSX
Venture Exchange. A $4,000 finder’s fees was paid by Dios to an arm’s length party.
Under the Offering, an insider of Dios subscribed for 780,000 Units for a total
consideration of $31,200, which constitutes a « related party transaction » within the
meaning of Regulation 61-101 respecting Protection of Minority Security Holders in
Special Transactions (Regulation 61-101) and TSXV Policy 5.9 – Protection of Minority
Security Holders in Special Transactions. However, the insider that participated in the
Offering disclosed its interests in the Offering and the directors of Dios who voted in
favour of the Offering have determined that the exemptions from formal valuation and
minority approval requirements provided for respectively under subsections 5.5(a) and
5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the
Units issued to the insider, nor the fair market value of the consideration paid exceeded
25% of Dios’ market capitalization. None of Dios’ directors expressed any contrary views
or disagreements with respect to the foregoing. A material change report in respect of this
related party transaction will be filed by Dios but could not be filed earlier than 21 days
prior to the closing of the Offering due to the fact that the terms of participation of the
non-related party and the related parties in the Offering were not confirmed.
Marie-José Girard M.Sc. PGeo, 43-101 qualified person, approved this release
Contact information :
Marie-José Girard, President
mjgirard@diosexplo.com
Tel.: (514) 923-9123 Website: www.diosexplo.com
