New Carolin Gold Corp. Closed Oversubscribed Unit Offering
July 17, 2018 - New Carolin Gold Corp. (the "Company" or "New Carolin") (TSXV: LAD / OTCBB: LADFF) reports that it has closed the Unit offering announced on June 18, 2018 and that the offering was oversubscribed. On closing the Company issued 4,633,913 Units at $0.30 per unit for total proceeds of $1,390,174. Each Unit is comprised of one common share and one share purchase warrant ("Warrant") with each Warrant entitling the holder to purchase one additional common share at a price of $0.45 per share for a period of twelve months from closing. The funds will be used to continue the drill program currently underway at the Company's wholly owned Ladner Gold Project and for general working capital. This year's program will attempt to demonstrate the overall potential of the property by expanding a minimum of 3 different mineralized environments to determine their economic potential and how these different environments may be related to the overall driving mechanism of the gold system.
Previously announced Phase 1 drilling intended to expand the known resource within the bulk tonnage sedimentary gold emplacement model has been completed and the Company is awaiting assay results.
The balance of 2018 diamond drilling (approximately 2,500 m in 20 holes) is underway and is designed to evaluate the important Hozameen Zone and progressively test the down (below the 800 m level) and along strike potential (northwest of the historically mined open stopes) of the Lower and East Zones of mineralization. Both zones remain completely open.
Existing underground development within the Carolin Mine, particularly the lowermost 800 m level and the 875 m level exploration drive, which extends 200 m northwest of the present extent of Main Zone mineralization, are ideally suited to position additional underground drill stations enabling the Company to directly and relatively cost effectively target the new zones of mineralization.
In connection with the private placement, the Company paid a finder's fee in respect of subscribers introduced to the Company, which consisted of cash payments in the aggregate amount of $24,247 and the issuance of 80,824 broker warrants ("Broker Warrants), with each Broker Warrant entitling the holder to purchase one additional common share at a price of $0.45 per share for a period of twelve months from closing.
All securities issued under the private placement are subject to a four month and one-day restricted resale period expiring on November 18, 2018 in accordance with the policies of the TSX Venture Exchange and applicable securities laws.
Three insiders of the Company participated in the private placement, thereby making the private placement a "related party transaction", as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Security Transactions ("MI 61-101"). The private placement was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company is not listed on a specified market (as set out in Section 5.5(b) of MI 61-101) and the fair market value of the units issued to, nor the consideration paid by, the insiders exceeded $2,500,000 (as set out in Section 5.7(b) of MI 61-101). The Company did not file a material change report in respect of the related party transaction at least 21 days before closing of the private placement as the date of closing and insider participation was not previously known.
About New Carolin Gold Corp.
New Carolin Gold is a Canadian-based junior company focused on the exploration, evaluation and development of our 100% owned property consisting of 144 square kilometers of contiguous mineral claims and crown grants, collectively known as the "Ladner Gold Project" (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 and 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
"Kenneth R. Holmes"
President
Phone: (778) 379-1275
Toll Free: 1(855) 891-9185
E-mail: info@newcarolingold.com
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.
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 the accuracy of this press release.
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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