CALGARY, ALBERTA – October 28, 2024 – TheNewswire – Ashley Gold Corp. (CSE: “ASHL”) (“Ashley” or the “Company”) issues a correction in the Financing announced October 23, 2024.  Non-Flow Through Units will be offered at $0.045 with Flow-through Unit terms are unchanged.

Financing Terms and Use of Proceeds

The Company announces a non-brokered private placement financing (the “Offering”) for aggregate proceeds of up to $300,000 (CDN) to advance exploration on Ashley’s Ontario gold properties.  

The Offering includes a flow-through component (the “Flow-Through Component”) and a non-flow through component (“Non-Flow Through Component”). The Offering consists of a combination of flow-through units (the “Flow-Through Units”) and non-flow through units (the “Non-Flow Through Units”), at a price of $0.05 per Flow-Through Unit and $0.045 per Non-Flow Through Unit, for gross proceeds of up to $300,000. Each Flow-Through Unit is comprised of one flow-through common share and one-half of one non-flow through share purchase warrant. Each full warrant is exercisable for one non-flow through common share, at an exercise price of $0.075 for a term of 24 months after the closing (“Closing Date”). The Non-Flow Through Unit is comprised one common share and one warrant, with each warrant exercisable for one common share at an exercise price of $0.075 for a term of 24 months after the Closing Date. Management of the Company reserves the right to amend the final allocation of the Flow-Through Component and the Non-Flow Through Component under the Offering. The Company may close in one or more tranches.

In connection with the issue and sale of the Flow-Through Units and Non-Flow Through Units under the Offering, the Company may pay finder fees and finder warrants to eligible finders at the discretion of the board of directors.

The gross proceeds from the sale of the Flow-Through Shares will be used to incur eligible Canadian Exploration Expenses (“CEE”) for the Company’s Howie and Burnthut Projects.  More details will be released shortly regarding the planned program. The Company will renounce CEE effective on or before December 31, 2024. The proceeds raised from the Non-Flow Through Units will also be used for exploration work and for general working capital purposes.

The Existing Shareholder Exemption and Investment Dealer Exemption

The Offering will be made available to existing shareholders of the Company who, as of the close of business on October 23, 2024, held common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in B.C. Instrument 45-534 -- Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the Company intends to adjust the subscriptions received on a pro rata basis.

The Company has also made the Offering available to certain subscribers pursuant to B.C. Instrument 45-536 - Exemption Form Prospectus Requirement for Certain Distributions Through an Investment Dealer. In accordance with the requirements of the investment dealer exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.

The Offering is subject to all necessary regulatory approvals including acceptance from the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

About Ashley Gold

Ashley Gold is focused on creating substantive, long-term value for its shareholders through the discovery and development of world class gold deposits. Ashley has acquired, 100% of the Tabor Lake Lease subject to a 1.5% royalty, 100% of the Santa Maria Project subject to a 1.75% royalty, 100% interest in the Howie Lake Project subject to a 0.5% royalty, 100% interest in the Alto-Gardnar Project subject to a 0.5% royalty, 100% interest in the Burnthut Property subject to a 1.5% NSR, and an option to earn 100% of the Sakoose claims subject to a 1.5% NSR.

Ashley Gold Corp. is an early-stage natural resource company engaged primarily in the acquisition, exploration, and development of mineral projects. The Corporation’s objective is to conduct efficient and economical exploration on its growing portfolio of high-quality gold projects.

The responsibility of this release lies with Mr. Darcy Christian, President and CEO • +1 (587) 777-9072 • dchristian@ashleygoldcorp.com , may be contacted for further information. www.ashleygoldcorp.com

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

DISCLAIMER & FORWARD-LOOKING STATEMENTS

This news release includes certain “forward-looking statements” which are not comprised of historical facts. Forward-looking statements are based on assumptions and address future events and conditions, and by their very nature involve inherent risks and uncertainties. Although these statements are based on currently available information, Ashley Gold Corp. provides no assurance that actual results will meet management’s expectations. Factors which cause results to differ materially are set out in the Company’s documents filed on SEDAR. Undue reliance should not be placed on “forward looking statements”.

Copyright (c) 2024 TheNewswire - All rights reserved.