Vancouver, British Columbia–(Newsfile Corp. – August 20, 2025) – Taurus Gold Corp. (CSE: TAUR) (“Taurus” or the “Company“) announces that it intends to complete a consolidation of its issued and outstanding common shares (the “Common Shares“) on the basis of one (1) new common share (each a “Consolidated Common Share“) for every four (4) existing Common Shares (the “Consolidation“).
It is anticipated that the Consolidation will reduce the number of outstanding Common Shares from 37,717,870 Common Shares to approximately 9,429,467 Consolidated Common Shares. The board of directors of the Company believes that consolidation of the Common Shares will both enhance the marketability of the Company as an investment and better position the Company to raise the funds necessary to execute the Company’s business plan.
The Company does not intend to change its name or its current trading symbol in connection with the proposed Consolidation. The effective date of the Consolidation will be announced in a subsequent news release, anticipated prior to August 30, 2025.
No fractional Consolidated Common Shares will be issued as a result of the Consolidation. Shareholders who would otherwise be entitled to receive a fraction of a Consolidated Common Share will be rounded down to the nearest whole number of Consolidated Common Shares and no cash consideration will be paid in respect of fractional shares.
The exercise price and number of Common Shares, issuable upon the exercise of outstanding options and warrants, will be proportionally adjusted upon the implementation of the proposed Consolidation in accordance with the terms thereof.
Non-Brokered Private Placement
The Company also announces that concurrently with the Consolidation, the Company intends to undertake a non-brokered private placement of up to 140,000,000 post-Consolidation units (each, a “Unit“) at a price of $0.05 per Unit for gross proceeds of up to $7,000,000 (the “Financing“).
Each Unit will consist of one (1) Consolidated Common Share and one (1) transferable common share purchase warrant (each, a “Warrant“). Each Warrant will entitle the holder to purchase one (1) additional Consolidated Common Share at a price of $0.05 for a period of thirty-six (36) months from the date of issuance. The Completion of the Financing is subject to the prior completion of the Consolidation. It is not anticipated that any new control persons will be created as a result of the Financing.
In connection with the Financing, the Company may pay a finder’s fee to certain qualified arm’s length parties a cash finder’s fee equal to 8% of the gross proceeds raised and a number of finder’s warrants (“Finder’s Warrants“) equal to 8% of the number of Units placed by such finder. Each Finder’s Warrant will entitle the holder thereof to subscribe for one Consolidated Common Share at a price of $0.05 for a period of 36 months following the issue date.
In the event the Financing is fully-subscribed the Company will be required to obtain shareholder approval prior to closing in accordance with the policies of the Canadian Securities Exchange (the “CSE“). The Company intends to obtain such approval by way of written-consent of the majority of the outstanding share capital of the Company.
The net proceeds from the Financing are expected to be used to:
– Maintain the Company’s Charlotte Gold property in good standing, – Advance strategic business development initiatives of the Company, and – Provide general working capital.
The Consolidation and the Financing are subject to approval by the CSE and the filing of all required documentation. The Company anticipates closing the Financing in one or more tranches following receipt of necessary approvals. All securities issued in connection with the Financing will be subject to a hold period of four months and one day from the closing date, in accordance with applicable Canadian securities laws.
The securities issued under the Financing have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Taurus Gold Corp.
Taurus Gold is a growth-oriented mineral exploration company with a 51% interest in the Charlotte gold-silver property in the Yukon. The Charlotte Property covers approximately 23 square kilometres and is road accessible within the established Dawson Range mining district. The Company’s focus remains on advancing this flagship property through systematic exploration and development.
On Behalf of the Board of Directors
Robert Sim, CEO / Director
For Further Information, Please Contact: Robert Sim – CEO / Director Phone: 604-617-4803 Email: info@taurusgold.ca
THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE, NOR HAS OR DOES THE CSE’S REGULATION SERVICES PROVIDER.
Forward-Looking Statements
This News Release includes certain “forward-looking statements” which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “likely”, “probably”, “often”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the size of the Financing, the completion and terms of the Financing, the use of the proceeds from the Financing, the Company’s objectives, goals or future plans, statements, the success of the strategic businesses development initiatives, the timing and receipt of regulatory, shareholder and governmental approvals for the transactions described herein and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include future growth potential of the Company, fluctuations in general macroeconomic conditions, fluctuations in securities markets, exploration success, the ability of the Company to successfully achieve its business objectives, the ability of the Company to satisfy stock exchange, shareholder and other regulatory requirements in a timely manner, inability to obtain adequate insurance to cover risks and hazards and general market conditions. Additional factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on http://www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected
Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. These statements speak only as of the date of this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
