February 3 2016 February 3 2016 - New Carolin Gold Corp. (the “Company” or “New Carolin”) (TSXV: LAD) is pleased to announce that the Receiver of the assets of Century Mining Corporation (“CMC”) has agreed, subject to the authorization of the Superior Court of Quebec, to amend the acquisition agreement (the “Agreement”) announced by the Company on August 27, 2014 whereby the Company can purchase the remaining ownership interests of CMC in the Ladner Gold Project (the “Project”) in southwestern British Columbia. To date the Company has acquired 40% of the Project with an undivided 60% interest remaining with CMC.
The Receiver has now agreed that the amount of the financing to be completed by the Company as a condition precedent to the transaction will be reduced to $1,500,000, with $600,000 required to be spent on the exploration and development of the Project. Of this reduced requirement, the Company has raised $980,000 to date, leaving a balance of $520,000 to meet this condition.
With respect to the funding requirement and to secure additional exploration and working capital, the Company announces a proposed offering of up to 23,000,000 units in its capital stock for gross proceeds of up to $1,150,000 (the “Offering”) in a combination of flow-through units (“FT Unit”) and non-flow-through units (“NFT Unit”). Both FT and NFT Units are priced at $0.05, and will consist of one common share and one common share purchase warrant (“Warrant”). Each Warrant will have a two year term with an exercise price in year one of $0.07 per share and year two of $0.08 per share. Common shares delivered as part of the FT Unit will be designated as flow-through shares (“FT Share”) pursuant to the Income Tax Act (Canada). The proceeds from the sale of FT Units will be used to fund qualified CEE work on the Company’s exploration program at the Project. Warrants issued, whether with FT or NFT Units, will not have flow-through attributes nor be exercisable for common shares with flow-through attributes. Proceeds from the sale of NFT Units will be used for general working capital. Finder’s fees may be paid in connection with the Offering. All securities issued in connection with the Offering will be subject to a four-month plus one day hold period from the closing of the Offering.
The original terms of the Agreement provided that the shares issuable to the Receiver, as consideration for the property interest being acquired, be limited to up to 20,000,000 shares. As consideration for the Receiver’s agreement to amend the terms of the Agreement and accelerate closing, the Company has agreed that the shares issuable to the Receiver will be, immediately after issue of same (including the common shares issued under the Financing or in connection with any other conditions to the transaction outlined in the Agreement), together with all other shares of the Company then held by the Receiver, equal to 19.9% of the common shares of the Company then issued and outstanding.
The Receiver has further agreed to reduce to $400,000 the Company’s accounts payable and accrued liabilities which it is required to settle as a condition precedent to the closing of the transaction. In this regard, the Company has recently settled over $400,000 in debt.
In addition, the Company has also agreed with the Receiver, as a condition of closing, to obtain an agreement from one of the Company’s creditors to amend the terms of a recent secured loan for $200,000, so that such loan shall not come due and payable until December 31, 2016. The Company has secured this agreement.
Other closing conditions include receiving TSX Venture Exchange approval, in addition to obtaining an order from the Superior Court of Quebec authorizing such amendments.
The Company has spent the past 3½ years working to complete this acquisition and looks to re-energize its activities after having overcome many hurdles and poor market conditions. Upon acquiring the remaining interests of the Project, the Company believes the investment community following it will finally be able to measure and attribute value in keeping with the Company’s assets. The Company looks forward to concluding the acquisition process and executing its plans at the Ladner Gold Project.
About New Carolin Gold Corp.
New Carolin Gold is a Canadian-based junior company focused on the exploration, evaluation and development of 144 sq. kms of contiguous mineral claims, collectively known as the Ladner Gold Project. The Project is located near Hope, BC, in the prospective and under-explored Coquihalla Gold Belt, which is host to several historic small gold producers including the Carolin Mine, Emancipation Mine, Pipestem Mine and numerous gold prospects. For additional information, please visit the Company’s website at www.newcarolingold.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Robert L. Thast"
President & Chief Executive Officer
Web site: www.newcarolingold.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Caution concerning forward-looking information
This news release may contain forward-looking statements that are based on the Company’s expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
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