Resource Capital Gold Closes First Tranche of Non-Brokered Financing

Not for distribution to United States newswire services or for dissemination in the United States

VANCOUVER, British Columbia, March 02, 2018 (GLOBE NEWSWIRE) -- RESOURCE Capital Gold Corp. (TSX-V:RCG) ("RCG" or the "Company") is pleased to announce that it has closed the first tranche (“First Tranche”) of its previously announced non-brokered private placement of units (“Units”) of the Company at an issue price of $0.09 per Unit and units issued on a flow- through basis at a price of $0.10 per flow-through unit (the “FT Units”) (the Units and FT Units collectively, the “Offering”). Each Unit consists of one common share (a “Common Share”) and one half of one common share purchase Warrant (each whole common share purchase warrant, a “Warrant”). Each FT Unit issued on a flow-through basis consists of one Common Share and one half of one Warrant. Each Warrant is transferable and entitles the holder to acquire one Common Share until March 2, 2020 at a price of C$0.12. In connection with the First Tranche, the Company issued an aggregate of (i) 6,111,111 Units, and (ii) 16,500,000 FT Units, for total aggregate proceeds of C$2,199,999.99.

Pursuant to the FT Unit Offering, the Company entered into finder’s fee agreements with Sprott Private Wealth LP and Echelon Wealth Partners (collectively, the “Finders”), pursuant to which the Finders were paid a finder’s fee equal to 6% of the gross proceeds of the FT Unit Offering.

The gross proceeds from the sale of the FT Units will be used to fund work on the Company’s properties as qualifying Canadian Exploration Expenses as defined in subsection 127(9) of the Income Tax Act (Canada) which will be renounced to the subscribers with an effective date of December 31, 2018.

The net proceeds from the sale of the Units will be used for advancing the Company’s projects, working capital and general corporate purposes.

The securities issued pursuant to the Offering will be subject to a statutory four month hold period ending on July 3, 2018 pursuant to applicable securities legislation.

Eric Sprott, through his holding company, 2176423 Ontario Ltd., participated in the Offering, purchasing 6,111,111 Units for total consideration of $550,000 (representing approximately 3.6% of the outstanding Common Shares on a non-diluted basis and 4.9% on a partially diluted basis assuming the exercise of all of Mr. Sprott’s Share purchase warrants). As a result of this purchase, Mr. Sprott beneficially owns 32,257,311 Shares and 18,055,555 Share purchase warrants (approximately 19.2% on an undiluted basis and 27.0% on a partically diluted basis). Prior to this purchase, Mr Sprott beneficially owned 26,146,200 Shares and 15,000,000 Share purchase warrants (approximately 18.0% on an undiluted basis and 25.6% on a partially diluted basis). The Units were acquired for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities either on the open market or through private acquisitions or sell the securities either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of 2176423 Ontario Ltd.’s early warning report will appear with the Company’s documents on the System for Electronic Analysis and Retrieval and may also be obtained by contacting Mr. Sprott at (416) 362-7172 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States of America or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

ON BEHALF OF THE BOARD OF DIRECTORS OF RESOURCE CAPITAL GOLD CORP.

“Jack R. Cartmel”

Jack R. Cartmel
Interim CEO and President

For more information, please contact:
Resource Capital Gold Corp. Vancouver Park Place
666 Burrard Street, Suite 500 Vancouver V6C 3P6
BC Canada
P +1 604 642 6114
E info@rcgcorp.ca; rcgcorp.ca

Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Forward-looking information in this news release may include statements about the Company’s plans for Dufferin or its other projects and the respective timing for completion of any activities to further such plans, the results of the Preliminary Economic Assessment on the Dufferin Project or any other of the Company’s projects (“PEA”) and the ability of the Company to achieve those results, including capital and operating costs, mine life, anticipated internal rate of return and net present value, payback period, ramp-up periods, production costs, production parameters, recovery rates, assumptions on which the PEA is based including metal prices and exchange rates, and the Company’s prospects for growth and the ability to attain such growth.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including, without limitation, risks as a result of the Company having a limited operating history, uncertainty as to the ability to achieve the results described in the PEA as the PEA is preliminary in nature and may have a wide variance from actual results, risks from making a production decision without any feasibility study completed on the Company’s properties, uncertainty regarding the inclusion of inferred mineral resources in the mineral resource estimate which are too speculative geologically to be classified as mineral reserves, uncertainty regarding the ability to convert any part of the mineral resource into mineral reserves, uncertainty involving resource estimates and the ability to extract those resources economically, or at all, uncertainty involving drilling programs and the Company’s ability to expand and upgrade existing resource estimates, any applicable regulatory processes and actions, risks applicable to mining operations generally, and risk as a result of the Company being subject to certain covenants with respect to its activities by creditors, as well as other risks.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the Company 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. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

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.

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 of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.