C:CC - Contact Gold Raises $1000000 in Upsized Private Placement Financing
(TheNewswire)
Vancouver, BC - TheNewswire - February 24, 2023 - Contact Gold Corp. (the " Company " or " ContactGold " ) (TSXV:C ) ( OTC:CGOLF) is pleased to announce that it hascompleted a non-brokered private placement of $1 million (the"Offering"), comprising 50,000,000 units ("Units")at a price of $0.02 per Unit (the "Offering Price").
The net proceeds of the Offering are expected to beused to undertake continued exploration at Contact Gold’s Pony Creekgold project, located in Nevada, and for general working capitalpurposes.
Each Unit consists of one common share (“CommonShare”) and one Common Share purchase warrant (each whole warrant, a“Warrant”), with each Warrant entitling the holder to purchase anadditional Common Share at a price of $0.05 per share for a period of36 months from the closing date. See the Company’s press releasesdated January 31,2023 and February 9,2023 for further details about theOffering. The Common Shares issued pursuant to this Offering will besubject to a hold period expiring June 24, 2023.
Certain insiders of the Company, including President& CEO Matt Lennox-King, Chairman John Dorward, and CFO John Wengerparticipated in the Offering by purchasing an aggregate of 14,000,000Units. The portion of such participation by the insiders constitutesa “related party transaction” within the meaning of TSXV Policy5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“MI 61-101”). TheCompany intends to rely on exemptions from the formal valuation andminority approval requirements of MI 61-101 as neither the fair marketvalue of the subject matter of, nor the fair market value of theconsideration for, the transaction, insofar as it involves relatedparties, exceeded 25% of the Company’s market capitalization.
Aggregate finder fees paid in cash in connection withthe Offering totaled $42,300, and a total of 2,115,000 broker warrants(“Broker Warrants”) were issued on gross proceeds raised byeligible arm’s length parties. Each Broker Warrant is exercisable toacquire one Unit of the Company at a price of $0.05 per Unit, for aperiod of 12 months following the closing of the Offering.
The Offering 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 "Securities Act") or any state securities laws, and maynot be offered or sold to, or for the account or benefit of, anyperson in the United States or any "U.S person", as suchterm is defined in Regulation S under the Securities Act, absentregistration or an applicable exemption from registrationrequirements. Offers and sales in the United States will be limited toinstitutional accredited investor. This press release shall notconstitute an offer to sell or the solicitation of an offer to buy norshall there be any sale of the securities in any state in which suchoffer, solicitation or sale would 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 Springs project is being fundedthrough a partnership with Centerra Gold Inc. pursuant to an earn-inarrangement.
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 anticipated explorationactivities of the Company at the Green Springs and Pony Creekproperties, receipt of regulatory approvals, including that of theTSXV in connection with closing of the Offering, or the completion ofthe earn-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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