News Release – Vancouver, British Columbia – November 10, 2021: New Placer Dome Gold Corp. (“New Placer Dome” or the “Company”) (TSX-V: NGLD) (OTCQB: NPDCF) (FSE: BM5) is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement (the “Private Placement”). In the first tranche, 55,130,900 units (each a “Unit”) at a price of $0.08 per Unit were issued for aggregate gross proceeds of $4,410,472. Each Unit was priced at $0.08 and consists of one common share and one transferable common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one common share of the Company at a price of $0.12 per share for a period of thirty-six (36) months from the date of closing the Private Placement.
In connection with the closing of the first tranche of the Private Placement, the Company paid aggregate cash finder’s fees of $259,058 and issued 3,240,225 non-transferable finder warrants to certain brokers, 56,000 of which entitle the holder to purchase one common share of the Company at a price of $0.08 per share for a period of thirty-six (36) months from the date of closing the Private Placement and the balance have the same terms as the Warrants.
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.
The net proceeds from the Private Placement will be used to make payments to Liberty Gold Corp. (TSX: LGD) (“Liberty Gold”) pursuant to the Kinsley Option Agreement (as defined below), 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.
The Company expects to close the balance of the Private Placement in due course in one additional tranche.
Max Sali, 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 in recent months, we look forward to providing further updates.”
Amendment to the Kinsley Option Agreement
The Company also announces that effective upon the closing of the first tranche of the Private Placement certain payment terms under the purchase option agreement (the “Kinsley Option Agreement”) dated November 29, 2019, as amended, between the Company and Liberty Gold have been amended. The amendments provide for combined payments of US$1,250,000 in cash and US$1,250,000 in common shares of the Company on June 2, 2021, and June 2, 2022, respectively, instead of US$2,500,000 in cash on June 2, 2021 and US$2,500,000 in common shares of the Company on June 2, 2022, respectively. The 2021 payments were made to Liberty Gold upon completion of the first tranche of the Private Placement. Following the issuance of the US$1,250,000 in common shares of the Company, Liberty Gold owns 26,066,346 common shares of the Company representing approximately 15.8% of the issued and outstanding common shares of the Company on an undiluted basis. As a result, Liberty Gold will file as a deemed insider of the Company. The common shares issued to Liberty Gold are subject to a voluntary one-year hold period from the date of issuance. Liberty Gold is now the Company’s largest shareholder. In accordance with the requirements of the Kinsley Option Agreement, the Company obtained a waiver of the right of first refusal from Nevada Sunrise Gold Corporation in connection with the above amendments.
About New Placer Dome Gold Corp.
New Placer Dome Gold Corp. is a gold exploration company focused on acquiring and advancing gold projects in Nevada. New Placer Dome’s flagship Kinsley Mountain Gold Project located 90 km south of the Long Canyon Mine (currently in production under the Newmont/Barrick Joint Venture, Nevada Gold Mines), hosts Carlin-style gold mineralization, previous run of mine heap leach production, and NI 43-101 indicated resources containing 418,000 ounces of gold grading 2.63 g/t Au (4.95 million tonnes) and inferred resources containing 117,000 ounces of gold averaging 1.51 g/t Au (2.44 million tonnes). The Bolo Project, located 90 km northeast of Tonopah, Nevada, is another core asset, similarly hosting Carlin-style gold mineralization. New Placer Dome also owns 100% of the Troy Canyon Project, located 120 km south of Ely, Nevada. New Placer Dome is run by a strong management and technical team consisting of capital markets and mining professionals with the goal of maximizing value for shareholders through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favourable jurisdictions.
The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC), Principal and Consultant of APEX Geoscience Ltd. of Edmonton, AB, a Director of New Placer Dome and a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Raffle has verified the data disclosed which includes a review of the sampling, analytical and test data underlying the information and opinions contained herein.
On behalf of the Board of Directors,
/s/ “Max Sali”
Max Sali, Chief Executive Officer
Max Sali, Chief Executive Officer & Director
Tel: 604 620 8406
Karl Mansour, Paradox IR
Tel: 514 341 0408
David Gdanski, Empire Communications IR
Tel: 778 903 7325
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, payments and expenses pursuant to the Company’s agreements, 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 statements 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. For further information concerning these and other risks and uncertainties, refer to the Company’s filings on www.SEDAR.com including the annual information form for the year ended June 30, 2020, filed on May 26, 2021.
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 and climate conditions, increase in costs, equipment failures, government regulations and policies, litigation, exchange rate fluctuations, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, decrease in the price of gold and other metals, 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.
 Technical Report on the Kinsley Project, Elko County, Nevada, U.S.A., dated June 21, 2021 with an effective date of May 5, 2021 and prepared by Michael M. Gustin, Ph.D., and Gary L. Simmons, MMSA and filed under New Placer Dome Gold Corp.’s Issuer Profile on SEDAR (www.sedar.com)