Vancouver, British Columbia--(Newsfile Corp. - February 4, 2019) - Contact Gold Corp. (TSXV: C) (the "Company" or "Contact Gold") is pleased to announce the terms of a non-brokered private placement (the "Offering") of up to 6,896,552 common shares of the Company ("Common Shares") at a price of $0.29 per Common Share (the "Offering Price") for gross proceeds of up to $2,000,000. The Offering Price represents an approximate 9.4% discount to the closing price of the Common Shares on February 1, 2019 (the "Current Market Price").
Each Common Share shall be accompanied by one right (a "Right") which shall entitle the holder thereof to a certain number of additional Common Shares upon conversion of the Right, with such number of additional Common Shares to be determined based on completion of the first of specific milestones as detailed in this release.
Net proceeds of the Offering are expected to be used to undertake further drilling at Contact Gold's Pony Creek project located in Elko County, Nevada, and for general working capital.
Pony Creek Project:
The Pony Creek project is located on Nevada's prolific Carlin Trend, immediately south of Gold Standard Venture's Railroad project and 20 km south of Newmont Mining's Rain and Emigrant gold mines. Pony Creek totals 107 km2 of prospective mineral tenure and hosts multiple Carlin Type gold occurrences, including the Bowl and West Zones, and multiple untested exploration targets.
In 2018 Contact Gold made a new gold discovery at Pony Creek's West Zone, with near surface oxide gold mineralization in drilling over a 2.3 kilometre strike length.
During 2019, the Company anticipates continuing exploration on the Pony Creek property. The Company plans to grow the new discovery at the West Zone, expand the footprint at North Zone and follow-up on the Pony Spur, Moleen and Elliott Dome targets.
Details of the Offering:
Each Common Share shall be accompanied by one Right which shall automatically convert and entitle the holder thereof to additional Common Shares on the date which is the earlier of: (i) the closing of a public offering by the Company pursuant to a registration statement or offering statement filed with the United States Securities Exchange Commission (a "Qualified Offering") under the United States Securities Act of 1933, as amended (the "Securities Act"); (ii) a change of control of the Company (a "Change of Control"); or (iii) the date which is one year following the Closing Date (the "Time Deadline").
Qualified Offering: In the event the Common Shares are offered at a price (the "Qualified Offering Price") which is greater than the Offering Price, each Right will entitle the holder thereof, for no additional consideration, to receive that number of additional Common Shares such that the effective price per Common Share in the Offering is equal to a 5% discount to the Offering Price. Alternatively, in the event the Qualified Offering Price is equal to or lower than the Offering Price, each Right will entitle the holder thereof, for no additional consideration, to receive that number of additional Common Shares such that the effective Offering Price is equal to a 10% discount to the Qualified Offering Price, provided that, in no circumstances, would the additional number of Common Shares issued result in an implied discount greater than that which is prescribed pursuant to the rules of the TSX Venture Exchange (the "TSXV").
Change of Control: In the event of a transaction resulting in a change of control of the Company, each Right will entitle the holder thereof, for no additional consideration, to receive that number of additional Common Shares such that the effective price per Common Share is equal to a 5% discount to the Offering Price, provided that, in no circumstances, would the additional number of Common Shares issued result in an implied discount greater than that which is prescribed under the rules of the TSXV.
Time Deadline: In the event that the Rights are exercised at the Time Deadline each Right will entitle the holder thereof, for no additional consideration, to receive that number of additional Common Shares such that the effective Offering Price is equal to the maximum allowable discount prescribed pursuant to the rules of the TSXV.
Certain eligible persons may receive finder fees in connection with the Offering in the way of cash commission.
The offered securities have not been, nor will they be, registered under the Securities Act or any state securities laws, and may not be offered or sold to, or for the account or benefit of, any person in the United States or any "U.S person", as such term is defined in Regulation S under the Securities Act, absent registration or an applicable exemption from registration requirements. Offers and sales in the United States will be limited to institutional accredited investor. This press 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 any state in which such offer, solicitation or sale would be unlawful.
The securities issued pursuant to the Offering will be subject to a four month and one day statutory hold period and are deemed to be "restricted securities" under Rule 144 of the Securities Act, which generally requires a one-year hold period. Completion of the Offering is also subject to the receipt of all necessary approvals, including the approval of the TSXV.
Closing of the Offering is expected to occur as soon as possible.
About Pony Creek:
Pony Creek is an early stage exploration property and does not contain any mineral resource estimates as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). There has been insufficient exploration to define a mineral resource estimate at Pony Creek. It is uncertain if further exploration will result in targets at Pony Creek being delineated as a mineral resource. There are no assurances that the geological similarities to projects mentioned herein (or documents referenced herein) operated by Gold Standard Ventures or Newmont, or any other project along the Carlin Trend, will result in the establishment of any resource estimates at any of the Company's property interests including Pony Creek, or that the Pony Creek can be advanced in a similar timeframe.
Additional information about Pony Creek is summarized in the NI 43-101 Technical Report entitled "NI 43-101 Technical Report on the Pony Creek Project, Elko County, Nevada, USA" prepared for Contact Gold, with an effective date of October 16, 2018, and dated October 22, 2018, as prepared by Vance Spalding, C.P.G; VP Exploration of Contact Gold, and can be viewed under Contact Gold's issuer profile on SEDAR at www.sedar.com.
About Contact Gold Corp.
Contact Gold is an exploration company focused on producing district scale gold discoveries in Nevada. Contact Gold's extensive land holdings are on the prolific Carlin, Independence and Northern Nevada Rift gold trends which host numerous gold deposits and mines. Contact Gold's land position comprises approximately 212 km2 of target rich mineral tenure hosting numerous known gold occurrences, ranging from early- to advanced-exploration and resource definition stage.
Additional information about the Company is available at www.contactgold.com.
For more information, please contact: +1 (604) 449-3361
Matthew Lennox-King - President & CEO
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to the anticipated closing of the Offering, the anticipated participation of Waterton therein, the use of proceeds therefrom, the ability to complete a Qualified Offering and there timing thereof, the probability and timing thereof of a change of control, receipt of applicable regulatory approvals, and proposed exploration activities of the Company on the Pony Creek property and the results thereof.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include; receipt of applicable regulatory approvals; availability of financing; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties. 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. 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.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
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