C:CC - Contact Gold Announces Non-Brokered Private Placement Financing
(TheNewswire)
Vancouver, BC - TheNewswire - January 31, 2023 - Contact Gold Corp. (the " Company " or " ContactGold " ) (TSXV:C ) ( OTC:CGOLF) is pleased to announce anon-brokered private placement (the "Offering") of up to32,500,000 units ( " Units " ) at aprice of $0.02 per Unit (the " Offering Price " ) for gross proceeds of up to $650,000.
Each Unit will consist of one common share of theCompany (a " CommonShare " ) and oneCommon Share purchase warrant (a " Warrant " ), with each Warrant entitlingthe holder to purchase an additional Common Share at a price of$0.05 per share for a period of 36 months fromthe closing date (the " Expiry Date " ).
The net proceeds of the Offering are expected to beused in the planning for, and resumption of exploration at theCompany’s 100% owned resource-stage Pony Creek gold project, locatedin Nevada, and for general working capital purposes.
The securities issued pursuant to the Offering will besubject to a four month and one day statutory hold period inCanada. Completion of the Offering is subject to the receipt of allnecessary approvals, including the conditional approval of the TSXVenture Exchange (the " TSXV " ). Theprivate placement announced by the Company on June 21, 2022 wasterminated without the issuance of any securities.
Participation by insiders of the Company in theOffering will constitute a related party transaction as defined inMultilateral Instrument 61-101 - Protection of Minority Security Holders inSpecial Transactions ("MI 61-101").The Company intends to rely on exemptions from the formal valuationand minority shareholder requirements provided under sections 5.5(a)and 5.7(1)(a) of MI 61-101 on the basis that neither the fair marketvalue of the gross securities to be issued under the Offering nor theconsideration to be paid by insiders of the Company will exceed 25% ofthe Company's market capitalization.
Certain persons may be eligible to receive finder fees,payable in cash, representing up to 6% of the proceeds placed by suchfinders, in connection with the Offering. In addition, the Company mayalso issue to certain finders such number of compensation warrants(the " BrokerWarrants " ) as isequal to 6% of the number of Units sold by such finders pursuant tothe Offering, at an exercise price of $0.05 for a period of 12 monthsfollowing the closing of the Offering.
Closing of the Offering is expected to occur on orabout February 28, 2023, and remains subject to the final approval ofthe TSXV.
The offered securities have not been, nor will they be,registered under the United States Securities Act of 1933, as amended(the " SecuritiesAct " ) or any statesecurities laws, and may not be offered or sold to, or for the accountor benefit of, any person in the United States or any " U.S person " , as such term is defined inRegulation S under the Securities Act, absent registration or anapplicable exemption from registration requirements. Offers and salesin the United States will be limited to institutional accreditedinvestor. This press release shall not constitute an offer to sellor the solicitation of an offer to buy nor shall there be any sale ofthe securities in any state in which such offer, solicitation or salewould be unlawful.
About Contact Gold Corp.
Contact Gold is an exploration company focused onmaking district-scale gold discoveries in Nevada. Contact Gold’sextensive land holdings are on the prolific Carlin and Cortez goldtrends which host numerous gold deposits and mines. Contact Gold’sland position comprises approximately 144 km 2 of target richmineral tenure hosting numerous known gold occurrences, ranging fromearly- to advanced-exploration and current gold resources.
The Company’s Pony Creek project is located on thesouthern Carlin Trend, and ties on to the southern boundary of OrlaMining’s feasibility-stage South Railroad gold project. Exploration at the Company’s Green Springsproject is being funded through a partnership with Centerra Gold Inc.pursuant to an earn-in arrangement.
Additional information about the Company is availableat www.contactgold.com .
For more information, please contact: +1 (604)449-3361
Matthew Lennox-King – President & CEO
E-mail: info@ContactGold.com
Neither the TSXV nor its RegulationServices Provider (as that term is defined in the policies of theTSXV) accepts responsibility for the adequacy of this release. Nostock exchange, securities commission or other regulatory authorityhas approved or disapproved the information contained herein.
Cautionary Note RegardingForward-Looking Information
This news release contains"forward-looking information" and "forward-lookingstatements" (collectively, "forward-lookingstatements") within the meaning of the applicable Canadiansecurities legislation. All statements, other than statements ofhistorical fact, are forward-looking statements and are based onexpectations, estimates and projections as at the date of this newsrelease. Any statement that involves discussions with respect topredictions, expectations, beliefs, plans, projections, objectives,assumptions, future events or performance (often but not always usingphrases such as "expects", or "does not expect","is expected", "anticipates" or "does notanticipate", "plans", "budget","scheduled", "forecasts", "estimates","believes" or "intends" or variations of suchwords and phrases or stating that certain actions, events or results"may" or "could", "would","might" or "will" be taken to occur or beachieved) are not statements of historical fact and may beforward-looking statements. In this news release, forward-lookingstatements relate, among other things, to the receipt of necessaryregulatory approvals in connection with the Offering, the closing ofthe Offering, the anticipated exploration activities of the Company atthe Green Springs and Pony Creek properties, or the completion of theearn-in by Centerra at Green Springs.
These forward-looking statements arebased on reasonable assumptions and estimates of management of theCompany at the time such statements were made. Actual future resultsmay differ materially as forward-looking statements involve known andunknown risks, uncertainties and other factors which may cause theactual results, performance or achievements of the Company tomaterially differ from any future results, performance or achievementsexpressed or implied by such forward-looking statements. Such factors,among other things, include: fluctuations in general macroeconomicconditions; fluctuations in securities markets; fluctuations in spotand forward prices of gold, silver, base metals or certain othercommodities; fluctuations in currency markets (such as the Canadiandollar to United States dollar exchange rate); change in national andlocal government, legislation, taxation, controls, regulations andpolitical or economic developments (including those arising from, orin response to, the Covid-19 coronavirus outbreak); risks and hazardsassociated with the business of mineral exploration, development andmining (including environmental hazards, industrial accidents, unusualor unexpected formations pressures, cave-ins and flooding); inabilityto obtain adequate insurance to cover risks and hazards; the presenceof laws and regulations that may impose restrictions on mining;employee relations; relationships with and claims by local communitiesand indigenous populations; availability of increasing costsassociated with mining inputs and labour; the speculative nature ofmineral exploration and development (including the risks of obtainingnecessary licenses, permits and approvals from governmentauthorities); and title to properties. Although the forward-lookingstatements contained in this news release are based upon whatmanagement of the Company believes, or believed at the time, to bereasonable assumptions, the Company cannot assure shareholders thatactual results will be consistent with such forward-lookingstatements, as there may be other factors that cause results not to beas anticipated, estimated or intended. Readers should not place unduereliance on the forward-looking statements and information containedin this news release. The Company assumes no obligation to update theforward-looking statements of beliefs, opinions, projections, or otherfactors, should they change, except as required by law.
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