Guardian Announces Acquisition of Yukon Mining Property

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[{"type":"text","content":"Guardian Announces Acquisition of Yukon Mining PropertyCalgary, Alberta--(Newsfile Corp. - March 5, 2021) - Guardian Exploration Inc. (TSXV: GX) (the \"Corporation\" or \"Guardian\") announces that it has completed the acquisition (the \"Acquisition\") from DG Resources Management Ltd. (\"DGM\") and Graydon Kowal (\"Kowal\" and together with DGM, the \"Vendors\") of their interests in and to a mining property known as the Mount Cameron Property located in the Mayo Mining District in the Yukon (the \"Assets\"). The acquisition was first announced in the Corporation's press release dated May 21, 2020.In consideration for the Assets, the Corporation issued 4,000,000 Common Shares in the share capital of Guardian to the Vendors and a 2% Net Smelter Royalty, which Net Smelter Royalty shall be repurchaseable by Guardian from the Vendors at a price of $1,000,000 for a period of five years. The Corporation also assumed debt in the amount of $50,000 owed by Graydon Kowal to Dahrouge Geological Consulting Ltd. (an affiliate of DGM) and debt in the amount of $10,000 owed by DGM to Dahrouge Geological Consulting Ltd. (the \"Debt Assumption\"). The debt assumed by the Corporation bears no interest and is payable in increments of $15,000 semi-annually until repaid. In connection with the Acquisition, the Corporation completed a private placement (the \"Private Placement\") whereby an aggregate of 2,000,000 Flow-Through Units at a price of $0.10 per unit, and an aggregate of 2,100,000 Ordinary Units were issued at a price of $0.05 per unit, for aggregate gross proceeds of $305,000.00. Flow-Through Units consist of one Common Share issued on a tax flow-through basis and one warrant issued on a tax flow-through basis (\"Flow Through Warrant\"). Each Flow-Through Warrant will entitle the holder to purchase one non-flow-through Common Share (\"Ordinary Share\") at a price of $0.15 for a period of three years from the date of issuance. Ordinary Units consist of one Ordinary Share and one non-flow-through warrant (\"Ordinary Warrant\"). Each Ordinary Warrant entitles the holder to purchase one additional Ordinary Share at a price of $0.25 for a period of three years from the date of issuance. The Flow-Through Warrants and the Ordinary Warrants are subject to an acceleration clause, such that if the closing price of the Corporation's common shares tr...

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