Harte Gold Announces Overnight Marketed Financing
/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
TORONTO, Feb. 18, 2020 /CNW/ - HARTE GOLD CORP. ("Harte Gold" or the "Company") (TSX: HRT / OTC: HRTFF / Frankfurt: H4O) is pleased to announce that it has entered into an agreement with a syndicate of underwriters consisting of Canaccord Genuity Corp. and Haywood Securities Inc. (the "Co-Lead Underwriters") on behalf of a syndicate of underwriters, (collectively and together with the Co-Lead Underwriters, the "Underwriters") to complete a private placement financing of flow-through common shares (the "Flow-Through Shares") on an overnight marketed basis from the treasury of the Company for gross proceeds of up to C$27 million (the "Offering").
The size and pricing of the Offering will be determined in the context of the market at the time of entering into a definitive underwriting agreement between the Company and the Underwriters. Appian Capital Advisory LLP ("Appian"), a significant shareholder of the Company, has advised the Company that it is supportive of the Offering and that it intends to participate by purchasing common shares of the Company to the extent of its pro rata interest, which represents approximately 24.4% of the issued and outstanding common shares of the Company.
BNP Paribas, the lender under the Company's credit agreement, is supportive of Harte Gold's financing plans and is working with the Company to provide the financial flexibility to allow the Company to continue its focus on improving operations.
The Flow-Through Shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada). The gross proceeds from the Offering will be used by the Company to incur eligible "Canadian development expenses" as such term is defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's assets in Ontario no later than June 30, 2021. All Qualifying Expenditures will be proportionately renounced in favour of the subscribers of the Flow-Through Shares effective on several dates ending no later than June 30, 2021.
The Offering is expected to close on or about March 11, 2020 and is subject to certain customary closing conditions, including but not limited to, the receipt of all required regulatory approvals, including the approval of the Toronto Stock Exchange. The Flow-Through Shares of the Company issued in connection with the Offering will be subject to a hold period in Canada of four months and one day from the date of issuance.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Harte Gold Corp.
Harte Gold holds a 100% interest in the Sugar Zone Mine located in White River, Canada. The Sugar Zone Mine entered commercial production in 2019. The Company previously disclosed its production guidance for 2020 of 42,000 to 48,000 gold ounces (for more information refer to the Company's News Release dated January 9, 2020). The Company has further potential through exploration at the Sugar Zone Property, which encompasses 79,335 hectares covering a significant greenstone belt. Harte Gold trades on the Toronto Stock Exchange under the symbol "HRT", on the OTC under the symbol "HRTFF" and on the Frankfurt Exchange under the symbol "H4O".
Cautionary Note Regarding Forward - Looking Information
This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the offering; the use of the proceeds from the offering; the size of the offering; the exercise of Appian's pro-rata interest, the issuance of securities to Appian, the timing and ability of the Company to close the offering, if at all; the timing and ability of the Company to satisfy the customary listing conditions of the Toronto Stock Exchange and ability of the Company to obtain all necessary approvals; the tax treatment of the securities issued under the offering under the Income Tax Act (Canada); the timing to renounce all Qualifying Expenditures in favour of the subscribers, if at all; and any other information herein that is not a historical fact may be "forward- looking information". Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, Harte Gold cannot assure shareholders and prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Harte Gold nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. Harte Gold does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
SOURCE Harte Gold Corp.
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