Updated: Aug 5
May 29, 2020, Vancouver, B.C. – Soma Gold Corp (formerly Para Resources Inc.) (the “Company” or “Soma”) announces that it will be delaying the filing and delivery of certain of its continuous disclosure documents, in accordance with BC Instrument 51-515 Temporary Exemption from Certain Corporate Finance Requirements of the British Columbia Securities Commission (the "Blanket Exemption Order") which was adopted for the purpose of providing certain filing and other relief to issuers in light of the challenges posed by the COVID-19 pandemic.
The Company is relying on the Blanket Exemption Order in delaying the filing of its interim financial report required by section 4.4 of National Instrument 51-102 and related management discussion and analysis required by subsection 5.1(2) of National Instrument 51-102 for the period ended March 31, 2020 (together, the "Interim Financial Report") and the filing of certifications of the Interim Financial Report required pursuant to National Instrument 52-109 (collectively, the "Required Interim Filings") and compliance with the delivery requirements of applicable securities laws relating to the Required Interim Filings. The Required Interim Filings will be filed by June 26, 2020 which is less than the permitted 45-day extension from June 1, 2020, when the Required Interim Filings would otherwise be due, if Soma was relying on the full extension.
On April 9, 2020, the Company disclosed that it was relying on the Blanket Exemption Order to delay filing of its audited annual financial statements, management discussion and analysis and certifications for its financial year ended December 31, 2019. The Company has not yet filed its audited annual financial statements and related documents, but will do so by June 15, 2020.
The officers and directors of the Company and certain other persons will be subject to a trading black-out that reflects the principles in section 9 of National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions pursuant to which such persons are prohibited from trading in any securities of the Company until the Required Interim Filings are filed on SEDAR.
The Company also announces that its convertible debt financing announced on April 16, 2020, is not proceeding. Instead, the Company is raising funds by way of the unit Private Placement announced on May 8, 2020. Soma is increasing the placement to up to 25,000,000 units at a price of $0.15 per unit for gross proceeds of $3,750,000. Each unit will consist of one common share and one share purchase warrant. Each warrant will be exercisable for a period of 2 years at a price of $0.25 per share. There may be insider participation in the Private Placement, as disclosed on May 8, 2020.