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Toronto, Sept. 09, 2026 (GLOBE NEWSWIRE) -- Plato Gold Corp. (TSX-V: PGC) (OTCQB: NIOVF) (Frankfurt: 4Y7 or WKN: A0M2QX) (“Plato” or the “Company”) announces that it intends to complete a non-brokered private placement of up to 3,000,000 flow-through common shares of the Company (the “FT Shares”) at a price of $0.05 per FT Share for aggregate gross proceeds of up to $150,000 (the “Offering”). No warrants will be issued under the Offering.
Each FT Share will be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (the “Tax Act”). The Company intends to use the gross proceeds of the Offering to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures,” as those terms are defined in the Tax Act, in connection with exploration activities at the Company’s Pic River Platinum Group Metals Project near Marathon, Ontario. The Company intends to incur these expenditures on or before December 31, 2026 and to renounce them to subscribers with an effective date no later than December 31, 2026 under the general renunciation rule.
The Company intends to complete the Offering as soon as practicable following receipt of acceptance from the TSX Venture Exchange (the “Exchange”) and satisfaction of the applicable closing conditions. The Offering may be completed in one or more closings. Completion remains subject to Exchange acceptance and satisfaction of all other applicable regulatory requirements. All FT Shares issued under the Offering will be subject to a statutory hold period of four months and one day from the applicable closing date.
The Company may pay cash finder’s fees to eligible finders in respect of subscriptions introduced under the Offering, subject to agreement on the terms, applicable securities laws and Exchange acceptance. No finder’s fee arrangement has been entered into as of the date of this news release, and no finder’s fee will be paid in respect of Mr. Cohen’s subscription described below.
Insider Participation and MI 61-101
Anthony Cohen, President, Chief Executive Officer and a director of the Company, currently expects to subscribe personally for up to 600,000 FT Shares for aggregate consideration of up to $30,000.
Mr. Cohen currently beneficially owns, or exercises control or direction over, 57,138,311 common shares of the Company, representing approximately 24.77% of the 230,665,717 common shares currently outstanding, and holds options to acquire an additional 3,500,000 common shares. Assuming the Offering is fully subscribed and Mr. Cohen subscribes for 600,000 FT Shares, he would beneficially own, or exercise control or direction over, 57,738,311 common shares, representing approximately 24.71% of the 233,665,717 common shares then outstanding, before giving effect to the exercise of any options. Mr. Cohen is already a Control Person of the Company, and his proposed participation will not create a new Control Person.
Mr. Cohen’s participation in the Offering will constitute 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 expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, because neither the fair market value of the FT Shares expected to be issued to Mr. Cohen nor the consideration expected to be paid by him will exceed 25% of the Company’s market capitalization, calculated in accordance with MI 61-101.
Mr. Cohen disclosed the nature and extent of his interest in the Offering, withdrew from the meeting for the entirety of the Board’s discussion and vote on his proposed participation, and did not vote on the matter. The disinterested directors approved the Offering and Mr. Cohen’s proposed participation and determined that the Offering is in the best interests of the Company and that Mr. Cohen will subscribe on the same material terms as arm’s-length subscribers.
The Company expects to file a material change report in respect of the Offering fewer than 21 days before the expected closing date. The disinterested directors determined that the shorter period is reasonable in the circumstances because the Company intends to complete the Offering promptly to fund its planned 2026 exploration activities.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States except pursuant to an available exemption from such registration requirements.