News Release – Vancouver, British Columbia – June 2, 2020: New Placer Dome Gold Corp. (“New Placer Dome Gold Corp.” or the “Company”) (formerly, Barrian Mining Corp.) (TSX-V: NGLD, FSE: BM5) is pleased to announce that it has closed its previously announced non-brokered private placement of 56,129,399 units (each a “Unit”) for gross proceeds of $12,348,467.78 (the “Private Placement”). As previously disclosed, each Unit was priced at $0.22 and consists of one common share and one transferable common share purchase warrant (“Warrants”). Each Warrant entitles the holder to purchase one common share of the Company at a price of $0.30 per share for a period of thirty-six (36) months from the date of closing the Private Placement. The Company is also pleased to announce that it has closed the previously announced transaction with Liberty Gold (details below).
The Company paid aggregate cash finder’s fees of $542,487.75 and issued 2,563,944 non-transferable finder warrants to certain brokers on a portion of the Private Placement. The finder warrants entitle the holder to purchase one common share of the Company at a price of $0.28 per share for a period of twenty-four (24) months from the date of closing the Private Placement.
A portion of the Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as some of the Units were issued to certain directors and officers of the Company. The issuance of the Units to the insiders of the Company under the Private Placement are exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a), as the Company’s common shares are not listed on a specified market and the fair market value of these Units will not exceed 25% of the Company’s market capitalization.
Proceeds raised from the Private Placement will be used to make the initial payments to Liberty Gold Corp. (TSX: LGD) (“Liberty Gold”), to fund its maintenance and exploration costs on its properties, and for general working capital purposes.
All securities issued pursuant to the Private Placement are subject to a four-month hold period from the closing date in accordance with applicable securities laws.
Max Sali, Co-Founder and CEO comments: “we would like to thank everyone involved in closing this financing and transaction with Liberty Gold Corp. With one of the largest financings for a junior gold company this year, we are well positioned to advance the Kinsley and Bolo projects located in Nevada. We look forward to providing further updates as we commence our exploration programs.”
Name Change and Consolidation
Prior to closing the Private Placement and the closing of the transaction with Liberty Gold, the Company completed a consolidation on the basis of two (2) pre-consolidation shares for one (1) post-consolidation share (the “Consolidation”) and changed its name to “New Placer Dome Gold Corp.”. Concurrent with the name change, the Company adopted “NGLD” as the new trading symbol.
The Company’s common shares will commence trading under its new name and on a post-consolidated basis under the ticker symbol “NGLD” effective at market opening on Thursday, June 4, 2020.
Immediately prior to completion of the Consolidation, the Company had 48,722,123 common shares issued and outstanding. After giving effect to the Consolidation, the Company had approximately 24,361,062 common shares issued and outstanding prior to the closing of the Private Placement and the transaction with Liberty Gold. No fractional shares were issued, with any fraction of a share rounded up to the nearest whole number if 0.5 or greater and down to the nearest whole number if less than 0.5 of a share. The Company’s outstanding options and warrants were adjusted to reflect the Consolidation.
Registered shareholders will receive a letter of transmittal from the Company’s transfer agent, Computershare Investor Services Inc., providing instructions on how to exchange their share certificates representing pre-Consolidation common shares for new share certificates or Direct Registration Advice (DRS) representing post-Consolidation common shares to which they are entitled as a result of the Consolidation. No action is required by non-registered shareholders (shareholders who hold their common shares through an intermediary) to effect the Consolidation.
Transaction with Liberty Gold Corp.
The Company is pleased to announce that it has closed the previously announced transaction with Liberty Gold. In order to exercise the option to acquire Liberty Gold’s interest (the “Option”) in Kinsley Gold LLC (the “JVCO”), a limited liability company holding ownership and leasehold rights in and to 513 unpatented claims and 5 leased patented claims, covering 4,187 hectares, known as the “Kinsley Mountain Project”, located in southeast Elko County, Nevada, The Company must issue common shares and make certain cash payments as follows:
(b) pay USD$2,500,000 in cash on or before the first anniversary of the final approval of the transaction by the TSX Venture Exchange (the “Exchange”); and
(c) issue USD$2,500,000 of common shares of the Company on or before the second anniversary of the final approval of the transaction by the Exchange.
The Initial Payment common shares are subject to a voluntary 12-month hold period from the date of issuance. Liberty Gold was also be granted anti-dilution rights in future equity financings of the Company.
In connection with this transaction, the Company agreed to pay a transaction finder’s fee of 800,000 Units to Request Equity Corp.
About New Placer Dome Gold Corp.
New Placer Gold Dome Corp. is a gold exploration company focused on acquiring and advancing precious metal projects in the United States. The Company’s flagship Kinsley Project is located in the Elko and White Pine Counties, Nevada and the Bolo Project is located 90 km northeast of Tonopah, Nevada. The Company also has the option to acquire 100% of the Troy Canyon Project located in Nevada.
On behalf of the Board of Directors,
/s/ “Max Sali”
Max Sali, Chief Executive Officer
Karl Mansour, Paradox IR
Tel: (514) 341-0408
Max Sali, Chief Executive Officer & Director
Tel: (604) 620-8406
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Forward Looking Information
This news release includes certain statements that constitute “forward-looking information or statements” within the meaning of applicable securities law, including without limitation, use of proceeds from the Private Placement, conducting exploration work on its projects, other statements relating to the technical, financial and business prospects of the Company and its properties, and other matters.
Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved), and variations of such words, and similar expressions are not statements of historical fact and may be forward-looking statements. Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, anticipated costs and the ability to achieve goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.
Forward-looking statements are subject to a variety of risks and uncertainties, which could cause actual events, level of activity, performance or results to differ materially from those reflected in the forward-looking statements, including, without limitation: (i) risks related to gold and other commodity price fluctuations; (ii) risks and uncertainties relating to the interpretation of exploration results; (iii) risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses; (iv) that resource exploration and development is a speculative business; (v) that the Company may lose or abandon its property interests or may fail to receive necessary licences and permits; (vi) that environmental laws and regulations may become more onerous; (vii) that the Company may not be able to raise additional funds when necessary; (viii) the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; (ix) exploration and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in exploration and development; (x) competition; (xi) the potential for delays in exploration or development activities or the completion of geologic reports or studies; (xii) the uncertainty of profitability based upon the Company’s history of losses; (xiii) risks related to environmental regulation and liability; (xiv) risks associated with failure to maintain community acceptance, agreements and permissions (generally referred to as “social licence”); (xv) risks relating to obtaining and maintaining all necessary government permits, approvals and authorizations relating to the continued exploration and development of the Company’s projects; (xvi) risks related to the outcome of legal actions; (xvii) political and regulatory risks associated with mining and exploration; (xix) risks related to current global financial conditions; and (xx) other risks and uncertainties related to the Company’s prospects, properties and business strategy. These risks, as well as others, could cause actual results and events to vary significantly.
Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants, adverse weather conditions, increase in costs, equipment failures, litigation, exchange rate fluctuations, failure of counterparties to perform their contractual obligations and fees charged by service providers. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.