(TheNewswire)
NOT FOR DISTRIBUTION TO U.S.NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION ORDISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES
Toronto, Ontario – TheNewswire - November 15, 2022, NewOrigin Gold Corp. (“ NewOrigin ” or the“ Company ”) (TSXV:NEWO) (the “ Company ”) intendsto complete a non-brokered private placement for gross proceeds of upto C$500,000 (the “ Offering ”) through the issuance of up to10,000,000 units of the Company (the “ Units ”) at a priceof $0.05 per Unit.
Each Unit will be comprised ofone common share of NewOrigin (a “ Common Share ”) andone Common Share purchase warrant (a “ Warrant ”). EachWarrant will entitle the holder to acquire one Common Share (a“ Warrant Share ”) at an exercise price of $0.10 per Warrant Share for aperiod of 24 months following the closing of the Offering. The Company can elect to accelerate the expiry date of theWarrants in the event that the volume-weighted average trading priceof the Common Shares equals or exceeds $0.18 for twenty (20)consecutive trading days, in which case the Warrants will expirethirty (30) days after the date that the Company provides writtennotice of acceleration.
The net proceeds raised from the sale of Units will beused by the Company’s portfolio of projects inCanada, for ongoing project costs and for general workingcapital.
?In connection with the Offering, the Company may payfinders’ fees in cash or securities, or a combination of both, aspermitted by the policies of the TSX Venture Exchange (the“ Exchange ”). If finders’ fees are paid in connection with theOffering, it is expected that any cash finders’ fee will be equal to7% of the proceeds placed by the applicable finder, and any finder’sfee paid in securities (the “ Finder’s Warrants ”) will be equal to 7% ofthe number of Units placed by the applicable finder. Each Finder’sWarrant will be exercisable for one Common Share (a “ Finder’s Share ”)at a price of $0.10 per Finder’s Share for a period of 24 monthsfrom the closing date of the Offering.
The Offering is subject to the receipt of all requiredregulatory approvals including the approval of the Exchange. Allsecurities issued and issuable pursuant to the Offering will besubject to a hold period of four months and one day from the date ofissuance in accordance with applicable Canadian securitieslaws.
Closing of the Offering is anticipated to occur on oraround December 15, 2022 and is subject to customary closingconditions including, but not limited to; all regulatory approvalsincluding the approval of the Exchange.
?The securities have not been registered under the U.S.Securities Act of 1933, as amended (the “ U.S. SecuritiesAct ”), or any U.S. state securitieslaws, and may not be offered or sold in the “United States” or to“U.S. persons” (as such terms are defined in Regulation S underthe U.S. Securities Act) without registration under the U.S.Securities Act and all applicable state securities laws or compliancewith an exemption from such registration. 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 NewOrigin Gold Corp.
NewOrigin Gold Corp. is a Canadian gold explorationcompany focused on drill discovery on its Sky Lake gold project in theCanadian Shield. NewOrigin’s management and board have extensiveexperience in the delineation and development of gold deposits.NewOrigin trades on the TSX Venture Exchange under the ticker“ NEWO ”.
For Further InformationContact:
Andrew Thomson, Lead Director & CEO
Tel: 905-727-1779 E-mail: at@neworigingold.com
or visit www.neworigingold.com
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this news release.
Forward-looking information
This News Release includes certain"forward-looking statements" which are not comprised ofhistorical facts including statements regarding the use of proceeds.Forward-looking statements include estimates and statements thatdescribe the Company’s future plans, objectives or goals, includingwords to the effect that the Company or management expects a statedcondition or result to occur. Forward-looking statements may beidentified by such terms as “believes”, “anticipates”,“expects”, “estimates”, “may”, “could”, “would”,“will”, or “plan”. Since forward-looking statements are basedon assumptions and address future events and conditions, by their verynature they involve inherent risks and uncertainties. Although thesestatements are based on information currently available to theCompany, the Company provides no assurance that actual results willmeet management’s expectations. Risks, uncertainties and otherfactors involved with forward-looking information could cause actualevents, results, performance, prospects and opportunities to differmaterially from those expressed or implied by such forward-lookinginformation. Forward looking information in this news releaseincludes, but is not limited to, the size of the Offering, thecompletion and terms of the Offering, the Company’s objectives,goals or future plans, statements, exploration results, potentialmineralization, the estimation of mineral resources, exploration andmine development plans, timing of the commencement of operations andestimates of market conditions. Factors that could cause actualresults to differ materially from such forward-looking informationinclude, but are not limited to: the failure to complete the Offeringon the terms provided or at all, the ability to anticipate andcounteract the effects of COVID-19 pandemic on the business of theCompany, including without limitation the effects of COVID-19 on thecapital markets, commodity prices supply chain disruptions,restrictions on labour and workplace attendance and local andinternational travel, failure to receive requisite approvals inrespect of the Offering, failure to identify mineral resources,failure to convert estimated mineral resources to reserves, theinability to complete a feasibility study which recommends aproduction decision, the preliminary nature of metallurgical testresults, delays in obtaining or failures to obtain requiredgovernmental, environmental or other project approvals, politicalrisks, inability to fulfill the duty to accommodate First Nations andother indigenous peoples, uncertainties relating to the availabilityand costs of financing needed in the future, changes in equitymarkets, inflation, changes in exchange rates, fluctuations incommodity prices, delays in the development of projects, capital andoperating costs varying significantly from estimates and the otherrisks involved in the mineral exploration and development industry,and those risks set out in the Company’s public documents filed onSEDAR. Although the Company believes that the assumptions and factorsused in preparing the forward-looking information in this news releaseare reasonable, undue reliance should not be placed on suchinformation, which only applies as of the date of this news release,and no assurance can be given that such events will occur in thedisclosed time frames or at all. The Company disclaims any intentionor obligation to update or revise any forward-looking information,whether as a result of new information, future events or otherwise,other than as required by law.
Copyright (c) 2022 TheNewswire - All rights reserved.