This news release is intended for distribution in Canada only and is not intended for
distribution to United States newswire services or dissemination in the United States.
Vancouver, B.C., May 4, 2018 - Core Gold Inc. (“Core Gold” or the “Company”) (TSXV: CGLD, OTCQX: CGLDF) is pleased to announce that it has closed the second tranche of its previously announced (on February 26, 2018) non-brokered private placement of units for aggregate gross proceeds of up to $4,250,000 (the “Private Placement”).
For the second tranche, the Company issued 4,509,941 units (each a “Unit”) at a price of $0.30 per Unit for aggregate gross proceeds of $1,352,982. To date the Company has issued, including the first tranche that closed on April 2, 2018, a total of 9,921,611 Units pursuant to the Private Placement for aggregate gross proceeds of $2,976,483.
Each Unit is comprised of one common share of the Company (each a “Common Share”) and one half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Common Share at a price of $0.45 for a period of two (2) years following the date of issuance, subject to acceleration in the event that the closing price of the Common Shares are $0.60 or higher over a period of ten (10) consecutive trading days. The securities issued pursuant to the second tranche of the Private Placement are subject to a four month hold period that expires on September 5, 2018.
In connection with the second tranche, the Company paid cash finders’ fees totaling $5,449.50 to one individual. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.
Mr. Keith Piggott, Chief Executive Officer and a Director of the Company, acquired 1,742,500 Units pursuant to the second tranche of the Private Placement.
Mr. Gregg Sedun, Lead Director of the Company, acquired 194,730 Units pursuant to the second tranche of the Private Placement.
Mr. Mark Bailey, Director of the Company, acquired 253,712 Units pursuant to the second tranche of the Private Placement.
The transaction constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“MI 61-101”) as the above-noted insiders of the Company subscribed for securities of the Company for an aggregate of $657,283. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of the insider subscriptions. The Company did not file a material change report at least 21 days before the closing of the second tranche of the Private Placement, as the details of the participation by related parties of the Company were not settled until shortly prior to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
The Company expects to complete the third and final tranche of the Private Placement on or before May 31, 2018, subject to TSX Venture Exchange (“TSXV”) approval.
The Private Placement has been conditionally approved by the TSXV but remains subject to final TSXV approval.
This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities referred to in this news release in any jurisdiction. The securities will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
About Core Gold Inc.
The Company is a Canadian based mining company involved in the mining, exploration and development of mineral properties in Ecuador. The Company is currently focused on gold production at its wholly-owned Dynasty Goldfield project and continued development at its Zaruma mine. Mineral is treated at the Company’s wholly-owned treatment plant close to the Zaruma mine operations. The Company also owns other significant gold exploration projects including the Jerusalem Project (located 30 kilometers south of the Fruta del Norte project), the Copper Duke area and the Linderos area in southern Ecuador.
For further information please contact:
Keith Piggott, CEO
Suite 1201 - 1166 Alberni Street
Vancouver, B.C. V6E 3Z3
Phone: +1 (604) 345-4822
All statements, trend analysis and other information contained in this press release relative to anticipated future events or results constitute forward-looking statements. All statements, other than statements of historical fact, included herein, including, without limitation, statements relating to the Company’s plans to complete the final tranche of the Private Placement, are forward-looking statements. Forward-looking statements are based on assumptions, estimates and opinions of management at the date the statements are made that the Company believes are reasonable, including that the Private Placement will be arranged on the anticipated terms. However, forward-looking information involves known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks, uncertainties and other factors include, among others: failure of the Private Placement to be arranged on the proposed terms or at all; and unanticipated delays in obtaining or failure to obtain regulatory or stock exchange approvals; and all of the risks generally associated with the development of mining facilities and the operation of a producing mine, as well as the risks described in the Company’s annual information form, which is available on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to not be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.