(TheNewswire)
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July 29, 2024 – TheNewswire - Vancouver, Canada – Golden Cariboo ResourcesLtd. (the “ Company ”) (CSE- GCC / OTC- GCCFF / WKN-A0RLEP) announces that it has terminated its non-brokered privateplacement of units (the “ Prior Offering ”) previously announced on May23, 2024 and June 25, 2024, and that it now intends to complete anon-brokered private placement (the “ Offering ”) of up to1,000,000 units of the Company (each, a “ Unit ”) at a priceof $0.15 per Unit for gross proceeds of up to $1,500,000. Each Unitwill consist of one common share of the Company (“ Share ”) and onecommon share purchase warrant (each, a “ Warrant ”). EachWarrant is exercisable for a period of 3 yearsfrom the closing at exercise prices as follows: $0.20 in year one,$0.22 in year two, and $0.25 in year three.
The proceeds of the Offering will be used for propertyexploration and for general working capital.
All securities to be issued pursuant to the Offeringwill be subject to a statutory four-month and one day hold period.Finder's fees may be payable in connection with the Offering, all inaccordance with the policies of the Canadian Securities Exchange (the“ CSE ”).
None of the securities sold under the Offering havebeen and will not be registered under the United States Securities Actof 1933, as amended, and no such securities may be offered or sold inthe United States absent registration or an applicable exemption fromthe registration requirements. This news release shall not constitutean offer to sell or the solicitation of an offer to buy nor shallthere be any sale of the securities in the United States or anyjurisdiction in which such offer, solicitation or sale would beunlawful.
Warrant Amendment
The Company also announces that it intends to amend theexercise price of an aggregate of 2,660,000 common share purchasewarrants (the “ PriorWarrants ”) issued under the Prior Offeringwhich closed on June 25, 2024. The Prior Warrants are currentlyexercisable for a period of 3 years from the date of issuance atexercise prices as follows: $0.28 in year one, $0.30 in year two, and$0.32 in year three. Subject to the approval of the CSE, the exerciseprice of the Prior Warrants will be repriced to $0.25 for the entireterm of the Prior Warrants (the “ Repricing ”). Allother terms of the Prior Warrants will remain the same.
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 north to the Quesnelle GoldQuartz mine have recorded production and successful placer miningcontinues 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.
The information on the adjacent properties is notnecessarily indicative of the mineralization on the Quesnelle GoldQuartz Mine Project.
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 approvals to complete the Offering; the expectation thatthe Company will complete the Offering on the terms disclosed, or atall; the expectation that the proceeds will be used for propertyexploration and for general working capital; the Company’sexploration plans with respect to its Quesnelle Gold Quartz Mineproperty; and that the Repricing will be effected.
Such forward-looking statements arebased on a number of assumptions of management, including, withoutlimitation, that the Company will receive all necessary approvals to complete theOffering ; that the Company will complete theOffering on the terms disclosed; that the proceeds will be used forproperty exploration and for general working capital ; that the Company will have the resourcesrequired to proceed with its exploration plans, as currentlyanticipated ; that the Company will not run intoregulatory or other barriersin carrying out its business plans; and that the Company will obtainall required corporate and regulatory approvals for theRepricing.
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 approvals to completethe Offering; that theCompany will not complete the Offering on the terms disclosed, or atall; that the Company will beunable to use the proceeds for property exploration and for generalworking capital; changes in the Company’s business plans; that theCompany may incur unanticipated costs; that the Company may not havethe resources required to pursue its exploration plans; that theCompany’s operations could be adversely affected by possible futuregovernment legislation policies and controls or by changes inapplicable laws and regulations; and that the Company may not obtainCSE and other required approvals to effect the Repricing. 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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