GCC:CC - Golden Cariboo Announces Shareholder Approval to Proceed With Private Placement
(TheNewswire)
February 20, 2024 / TheNewswire / Vancouver, Canada / Golden Cariboo ResourcesLtd. (the “ Company ”) (CSE: GCC ) ( OTC:GCCFF ) ( WKN:A0RLEP) announces that, further toits news release of January 22, 2024, the non-brokered privateplacement of units (the “ Units ”) of the Company (the “ Offering ”) requiresshareholder approval as the number of Units issuable in the Offeringwill constitute more than 100% of the Company’s total sharesoutstanding. The Company is relying on the exemption in CanadianSecurities Exchange (“ CSE ”) Policy 4.6(1)(b) whereby the CSE’srequirement for shareholder approval may be satisfied by a writtenconsent signed by shareholders holding more than 50% of theoutstanding common shares, of which approval has been duly obtained bythe Company.
Prior to completion of the Offering and as of the datehereof, the Company has 18,743,846 shares outstanding.
The Offering consists of up to 20,000,000 Units, at a price of $0.10 per Unit, for gross proceeds ofup to $2,000,000. Each Unit will consist of one common share andone-half share purchase warrant; each full warrant is exercisable fora period of 5 years from the closing at exerciseprices as follows: $0.12 in year one, $0.14 inyear two, $0.16 in year three, $0.18 in year four, and $0.20 in yearfive.
None of the foregoing securities have been and will notbe registered under the United States Securities Act of 1933, asamended (the “ 1933Act ”) or any applicable state securities lawsand may not be offered or sold in the United States or to, or for theaccount or benefit of, U.S. persons (as defined in Regulation S underthe 1933 Act) or persons in the United States absent registration oran applicable exemption from such registration requirements. Thisnews release does not constitute an offer to sell or the solicitationof an offer to buy, nor will there be any sale of the foregoingsecurities in any jurisdiction in which such offer, solicitation orsale would be unlawful.
The Offering is subject to CSE approval and allsecurities will be subject to a four month hold period. Finder's feesmay be payable in connection with the Offering, all in accordance withthe policies of the CSE. The proceeds will be used for property exploration and forgeneral working capital .
Multilateral Instrument 61-101
The Company anticipates that an insider will subscribefor Units in the Offering. The issuance of Units to an insider isconsidered a related party transaction subject to MultilateralInstrument 61-101 -- Protection of Minority Security Holders inSpecial Transactions. The Company intends to rely on exemptions fromthe formal valuation and minority shareholder approval requirementsprovided under sections 5.5(a) and 5.7(a) of Multilateral Instrument61-101 on the basis that the participation in the Offering by theinsider will not exceed 25 per cent of the fair market value of theCompany's market capitalization.
AboutGolden Cariboo Resources Ltd.
Golden Cariboo Resources Ltd. is rediscovering theCariboo Gold Rush by proceeding with high-grade targeted drilling andtrenching programs on its Quesnelle Gold Quartz Mine Project which isalmost fully encircled on 3 of 4 sides by Osisko Development(NSE-ODV/TSXV-ODV). Historically, over 101 placer gold creeks on the90 km trend from the Cariboo Hudson mine northto the Quesnelle Gold Quartz mine have recorded production andsuccessful placer mining continues to this day.
Golden Cariboo’s Quesnelle Gold Quartz Mine propertyis 4 km northeast of, and road accessible from, Hixon in centralBritish Columbia. The property includes the Quesnelle Quartzgold-silver deposit, which was discovered in 1865 in conjunction withplacer mining activities. Hixon Creek, which dissects the QuesnelleGold Quartz Mine property, is a placer creek which has seensmall-scale placer production since the mid 1860's.
GOLDEN CARIBOO RESOURCES LTD.
“J. Frank Callaghan”
J. Frank Callaghan, President &CEO
Golden Cariboo Resources Ltd. Office: 604-682-2928
Neither the “CSE” Canadian Securities Exchange norits Regulation Service Provider (as that term is defined in thepolicies of the Canadian Securities Exchange) accepts responsibilityfor the adequacy or accuracy of this release.
This news release containsstatements which constitute “forward-looking information” withinthe meaning of applicable securities laws, including statementsregarding the plans, intentions, beliefs and current expectations ofthe Company with respect to future business activities and plans ofthe Company. Forward-looking information is often identified by thewords “may”, “would”, “could”, “should”, “will”,“intend”, “plan”, “anticipate”, “believe”,“estimate”, “expect” or similar expressions and includesinformation regarding; the expectation that the Company will receiveall necessary exemptions and approvals to complete the Offering; theexpectation that the Company will complete the Offering on the termsdisclosed, or at all; the expectation that the proceeds will be usedfor property exploration and for general working capital; theCompany’s exploration plans with respect to its Quesnelle GoldQuartz Mine property; and the anticipated participation of the insiderin the Offering.
Such forward-looking statements arebased on a number of assumptions of management, including, withoutlimitation, that the Company will receive all necessary exemptions and approvals tocomplete the Offering ; that the Company willcomplete the Offering on the terms disclosed, or at all; that theproceeds will be used for property exploration and for general workingcapital ; that the Companywill have the resources required to proceed with its explorationplans ; that the Company will not run intoregulatory or other barriers in carrying out its business plans; thatthe insider will participate in the Offering, on the terms andconditions and in the amount currently expected by management; andthat the Company will be able to rely on the exemption from the formalvaluation and minority shareholder approval requirements on the basisanticipated.
Additionally, forward-looking information involve a variety of knownand unknown risks, uncertainties and other factors which may cause theactual plans, intentions, activities, results, performance orachievements of the Company to be materially different from any futureplans, intentions, activities, results, performance or achievementsexpressed or implied by such forward-looking statements. Such risksinclude, without limitation :that the Company will not receive the necessary exemptions andapprovals to complete the Offering; that the Company will not complete the Offeringon the terms disclosed, or at all; that the Company will be unable to usethe proceeds for property exploration and for general working capital;that the Company may incur unanticipated costs; that the Company maynot have the resources required to pursue its exploration plans; thatthe Company’s operations could be adversely affected by possiblefuture government legislation policies and controls or by changes inapplicable laws andregulations; that the insider may not participate in the Offering onthe terms and conditions and in the amount currently expected bymanagement, or at all; and that the Company may not be able to rely onthe exemption from the formal valuation and minority shareholderapproval requirements on the basis currently expected. Suchforward-looking information represents management's best judgmentbased on information currently available. No forward-looking statementcan be guaranteed and actual future results may vary materially.Accordingly, readers are advised not to place undue reliance onforward-looking statements or information. Neither the Company nor anyof its representatives make any representation or warranty, express orimplied, as to the accuracy, sufficiency or completeness of theinformation in this news release. Neither the Company nor any of itsrepresentatives shall have any liability whatsoever, under contract,tort, trust or otherwise, to you or any person resulting from the useof the information in this news release by you or any of yourrepresentatives or for omissions from the information in this newsrelease.
The forward-looking statementsherein speak only as of the date they were originally made. TheCompany has no intention and undertakes no obligation to update orrevise any forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required bylaw.
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