GCC - Golden Cariboo - Private Placement and Shares for Debt
(TheNewswire)
January 22, 2024 – TheNewswire-- Vancouver, Canada – Golden CaribooResources Ltd. (the “ Company ”) (CSE: GCC ) ( OTC:GCCFF ) ( WKN:A0RLEP) announces on a post consolidation basis a non-brokered private placementof up to 20,000,000 units, at a price of $0.10 per unit, for grossproceeds of $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.
The private placement is subject to CSE Exchangeapproval and all securities are subject to a four month hold period.Finder's fees may be payable in connection with the private placement,all in accordance with the policies of the CSE Exchange. Proceeds willbe used for property exploration and for general workingcapital.
The Company has also entered into shares for debt settlementagreements (the “ SettlementAgreements ”) with two non-arm’s lengthcreditors and one arm’s length creditors (collectively, the “Creditors” ) pursuant to which the Company agreed to issue to theCreditors, and the Creditors agreed to accept o na post consolidation basis , an aggregate of4 ,232,503 units of the Company (each, a“ Unit ”) at a price of $ 0.10 per Unit in full and finalsettlement of accrued and outstanding indebtedness in the aggregateamount of $ 423,250 (the “ Debt Settlement ”).
Each Unit consists ofone common share in the capital of the Company (each, a “Common Share” )and one-half Common Share purchase warrant of the Company (each, a “Warrant” ). Each whole Warrant entitles the holder to purchase oneadditional Common Share (each, a “Warrant Share” ) for a period of 5 years from the date of issue 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.
The Units will be subject to a statutory hold period offour months from the date of issuance, in accordance with applicablepolicies of the Canadian Securities Exchange.
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.
Multilateral Instrument 61-101
The issuance of the Units to the Non-Arm’s LengthCreditor will constitute a “related party transaction” as definedunder Multilateral Instrument 61-101 – Protection of Minority Securityholders inSpecial Transactions (“ MI 61-101 ”). The Company is exempt from therequirements to obtain a formal valuation and minority shareholderapproval in connection with the Non-Arm’sLength Creditor’s participation in the DebtSettlement in reliance on sections 5.5(g) and 5.7(1)(e) of MI 61-101,w hich provide an exemption where certainfinancial hardship criteria set out in MI 61-101 are met . The Company's decision to rely on thefinancial hardship exemption was made upon the recommendation of the independent directors of the Company,all of whom are unrelated to the Non-Arm’s Length Creditor, withrespect to the merits of the Debt Settlement and the resultingapproval of the Settlement Agreements by theboard of directors of the Company. The Company did not file a materialchange report more than 21 days before the expected closing of theDebt Settlement as the details of the Debt Settlement and theparticipation therein by the Non-Arm’s Length Creditor were notsettled until recently and the Company wishes to close on an expeditedbasis for sound business reasons.
Early Warning Disclosure
In connection with theDebt Settlement, Frank Callaghan (“ Mr. Callaghan ”)through Standard Drilling and Engineering Ltd.,a company of which he is the sole shareholder ,will acquire an aggregate of 4,000,000 Common Shares at a price of$0.10 per Common Share and 2,000,000 whole Warrants, each exercisableto acquire one additional Common Share at atexercise prices as follows: $0.12 in year one,$0.14 in year two, $0.16 in year three, $0.18 in year four, and $0.20in year five (the “ Acquisition ”). TheAcquisition requires disclosure pursuant to the early warningrequirements of applicable securities laws. Mr. Callaghan is aDirector of the Company.
Mr. Callaghan currently owns and exercises control ordirection over an aggregate of 10,022,948 Common Shares and 1,600,000Warrants representing approximately 23.02% of the issued andoutstanding Common Shares on a non-diluted basis and approximately 25.75% of the issued and outstanding Common Shares on a partially-dilutedbasis both pre and post consolidation . Uponcompletion of the consolidation and Debt Settlement, Mr. Callaghanwill own or exercise control or direction over a total of 7,340,983Common Shares and 3,200,000 Warrants , which will represent approximately 39.16% of the issued andoutstanding Common Shares on a non-diluted basis and approximately 46.41% of the issued and outstanding Common Shares on apartially-diluted basis. The private placement will effect the postconsolidation holdings.
Mr. Callaghan may from time to time and depending onmarket and other conditions and subject to the requirements ofapplicable securities laws, dispose or acquire additional CommonShares through market transactions, private agreements, treasuryissuances, exercises of convertible securities or otherwise, or may,subject to the requirements of applicable securities laws, sell all orsome portion of the Common Shares he owns or controls, or may continueto hold the Common Shares.
This disclosure is being provided in accordance withNational Instrument 62-103 - The Early Warning System and Related Take-Over Bid and InsiderReporting Issues in connection with the filingof an early warning report by Mr. Callaghan inrespect of the Acquisition, which report will contain additionalinformation with respect to the foregoing matters. A copy of the earlywarning report will be filed by Mr. Callaghan in accordance withapplicable securities laws and will be available on the Company'sissuer profile on SEDAR at www.sedarplus. ca.
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) .His torically, over 101 placer gold creeks on the90 km trend from the Cariboo Hudson mine north to the Quesnelle GoldQuartz mine have recorded production in excess of 2.6 million ouncesof gold up to 1933 (Hall, 1986) and successful placer mining continuesto 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 and produced 2,048 tonnes grading 3.14 g/t Auand 4.18 g/t Ag in 1932 and 1939, with an additional 217 tonnes ofunknown grade reported in 1878 (BC Minfile, 2021). Hixon Creek, whichdissects the Quesnelle Gold Quartz Mine property, is a placer creekwhich has seen limited, small-scale placer production since the mid 1860's. From Ministry of Mines Reportsprior to 1945, estimates of up to $2,000,000 worth of placer gold wasmined from Hixon Creek.
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GOLDEN CARIBOO RESOURCES LTD.
“J. Frank Callaghan”
J. Frank Callaghan, President &CEO
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 number of Shares outstanding following theConsolidation; the effect of the Consolidation on the market for theShares; and the treatment of fractional shares in theConsolidation.
Such forward-looking statements arebased on a number of assumptions of management, including, withoutlimitation, that the Company will complete the Consolidation; that theCompany will receive the necessary approvals to complete theConsolidation; that the number of Shares outstanding following theConsolidation will be consistent with the number set out herein; thatthe Consolidation will make the Shares more attractive to new andcurrent investors; and that the treatment of fractional shares willalign with management’s current expectations.
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 be unable to complete the Consolidation; thatthe Company will not receive the necessary approvals to complete theConsolidation; that the treatment of fractional shares will differ forthe treatment set out herein; that the Consolidation will not make theShares more attractive to new and current investors; and that thenumber of issued and outstanding shares following the Consolidationwill differ for the number statement herein. Such forward-lookinginformation represents management's best judgment based on informationcurrently available. No forward-looking statement can be guaranteedand actual future results may vary materially. Accordingly, readersare advised not to place undue reliance on forward-looking statementsor information. Neither the Company nor any of its representativesmake any representation or warranty, express or implied, as to theaccuracy, sufficiency or completeness of the information in this newsrelease. Neither the Company nor any of its representatives shall haveany liability whatsoever, under contract, tort, trust or otherwise, toyou or any person resulting from the use of the information in thisnews release by you or any of your representatives or for omissionsfrom the information in this news release.
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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