Boxxer announces proposed Private Placement with Key Venture Capital Inc.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

CALGARY, Jan. 30, 2014 /CNW/ - Boxxer Gold Corp. (BXX-TSXV/OTC-BXXRF) (the "Company, or Boxxer"), is pleased to announce that it has entered into a non-binding term sheet (the "Term Sheet") with Key Venture Capital Inc. (KVC.H) ("Key"), a capital pool company, in relation to a private placement (the "Private Placement"). Pursuant to the Term Sheet, Key will participate in the Private Placement by purchasing an aggregate of approximately $130,000 of units of Boxxer (the "Boxxer Units") at a price of $0.05 per Boxxer Unit. Key intends that the Private Placement and subsequent Distribution and Dissolution (as described below) will constitute Key's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"). Pursuant to the Private Placement, each Boxxer Unit shall consist of one common share and one non-transferable share purchase warrant (a "Warrant"). Each Warrant shall be exercisable for five years at $0.05 per share and is subject to accelerated expiry provisions such that if at any time after the completion of the Private Placement the closing price of the common shares of Boxxer on the TSXV is at least $0.10 per share for 15 consecutive days, Boxxer may give notice that each warrant will expire 15 business days from the date of providing such notice. Boxxer does not anticipate any new Control Person (as such term is defined in TSXV policies) will be created in connection with the Private Placement. Key's Qualifying Transaction is an arm's length transaction for the purposes of the TSXV.

Pursuant to the Term Sheet, Key will invest all of its available cash reserves in the Private Placement, except for certain funds required to complete the Qualifying Transaction of Key, including the Distribution and Dissolution, such that it is currently anticipated that the aggregate funds available for the Private Placement from Key will be approximately $130,000 in cash. Following the completion of the Private Placement, Key will undertake the necessary steps to allow it to distribute the Boxxer Units pro rata to its shareholders (the "Distribution") and thereafter to be delisted and dissolved (the "Dissolution"). It is anticipated that all Boxxer Units distributed to Key's shareholders will be subject to a statutory four month hold period. Boxxer and Key anticipate completing the Private Placement shortly following receipt of the necessary Key shareholder approvals (discussed below), after which Key will commence the Distribution and the Dissolution.

The closing of the proposed Qualifying Transaction of Key, and as a result, the Private Placement, are subject to a number of conditions, including but not limited to, the receipt of all requisite regulatory approvals, including final TSXV acceptance of the Key Qualifying Transaction, and the approval of Key's shareholders. The TSXV's final acceptance of the Qualifying Transaction will be conditional upon, among other things, the receipt of majority of minority Key shareholder approval of the Qualifying Transaction, Key shareholder approval of the Distribution by special resolution and Key shareholder approval of the Dissolution by an ordinary resolution. For this purpose, Key will schedule an annual general and special meeting of its shareholders. The proposed Qualified Transaction cannot close until the required Key shareholder approvals are obtained. There can be no assurance that the Key Qualifying Transaction, and as a result, the Private Placement, will be completed as proposed or at all.

About Boxxer Gold Corp.

Boxxer is a Canadian junior resource company involved in the exploration for large polymetallic copper deposits in North America. Boxxer's active projects include the Boss and Buena Vista copper projects in the state of Nevada, the Empire copper-gold-silver property in Idaho, the DOK copper-gold porphyry property in Northwest B.C., and the East Breccia copper-silver-molybdenum property in Ontario. Boxxer also has the Gordon Lake gold project located 110 kilometres north of Yellowknife NWT, Canada.

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 release.

Forward-Looking Information: This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. In particular, this news release contains forward-looking information regarding: the Private Placement, the Qualifying Transaction, the Distribution and the Dissolution. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Boxxer's current beliefs and is based on information currently available to Boxxer and on assumptions Boxxer believes are reasonable. These assumptions include, but are not limited to: the approval of the Private Placement and the Qualifying Transaction by the board of directors of Boxxer and Key, the shareholders of Key and the TSXV; market conditions and the market price of Boxxer's common shares at the time of the Private Placement; the ability of Key to complete the Qualifying Transaction, the Distribution and the Dissolution efficiently such that $130,000 will be available for the Private Placement; and the debt obligations, costs and cash resources of Key being such that $130,000 will be available for the Private Placement. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Boxxer to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; capital market conditions and market prices for securities and junior market securities; the actual results of Boxxer's business operations including its exploration operations; natural resource company market conditions and the market conditions of the natural resource industry in general; competition; changes in legislation, including environmental legislation, affecting the Boxxer; timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Boxxer's disclosure documents on the SEDAR website at www.sedar.com. Although Boxxer has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Boxxer does not undertake to update any forward-looking information except in accordance with applicable securities laws.

SOURCE Boxxer Gold Corp.