(TheNewswire)
November 16 2017 / TheNewswire / New Carolin Gold Corp. (the “Company”) (TSXV: LAD) (OTCBB: LADFF) announces the following details with respect to financing plans, its Annual General and Special Meeting of shareholders and an update on the proposed work program at its 100%-owned Ladner Gold Project.
Based on the advice of numerous financial industry and investor sources consulted in the course of the Company’s efforts to secure financing, management has determined that it is in the Company’s best interests to consolidate its share capital on a ten old for one new share basis. In fact, from those discussions, management believes it to be a necessary step to secure the financing required to continue the development of its mineral assets. Therefore, the Company is planning to make an offering to raise $1,500,000 by way of the private placements of units (“Units”) and flow through common shares (“FT Shares”) in its capital stock on a post-consolidated basis and present the necessary corporate resolutions at its upcoming Annual General and Special Meeting of its shareholders. The particulars of each process are as follows:
Financing
The Unit offering will consist of up to 5,000,000 Units at a price of $0.25 per Unit for gross proceeds of up to $1,250,000, each Unit comprised of one post-consolidated common share and one-half of one post-consolidation common share purchase warrant (“Warrant”), each whole Warrant exercisable to purchase one additional post-consolidation common share at a price of $0.50 per share for a period of twenty-four months from closing. Proceeds of the Unit offering will be used for the payment of urgent liabilities, for audit costs and for continued development of the Ladner Gold Project in southwestern British Columbia (see below).
The flow through share offering consists of up to 500,000 flow through common shares (on a post-consolidation basis) of the Company at a price of $0.50 per FT Share for gross proceeds of up to $250,000. Each FT Share is designated as a flow through share pursuant to the Income Tax Act (Canada). Proceeds from the FT Share offering will be used to fund qualified Canadian Exploration Expenditures (CEE) on the Company’s Ladner Gold Project.
Finder fees may be payable on portions of the offerings in accordance with TSX Venture Exchange policy. All securities issued in connection with both offerings are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.
The Company plans to close on the two offerings by December 31, 2017. However closing is conditional on the Company consolidating its share capital on the ten pre-consolidated common shares for one post-consolidated common share basis referenced above. The shareholders will be asked to approve such a consolidation and the means for a consolidation at the Company’s Annual General and Special Meeting of Shareholders slated for December 15, 2017, referenced below. In the event that no such approval is obtained, the financing will be cancelled.
Annual General and Special Meeting of Shareholders
The Company is providing notice to its registered shareholders that it will hold it’s Annual General and Special Meeting (“AGM”) on December 15, 2017. The information circular for the AGM will mail November 20, 2017, and will include certain special resolutions such as that regarding approval of a ten pre-consolidated shares for one post-consolidated share consolidation, as referenced above. Other special items to be considered will be a change to the articles of the Company.
Ladner Gold Project - Work Program Update
At the Company’s Ladner Gold Project near Hope, BC, the execution of the planned drill programs was delayed by the late issuance of a 5-year underground exploration permit by the Ministry of Energy and Mines, delays in the Company securing necessary equipment and a long and difficult winter season with over 15 feet of snow falling on the access road and mine site. The site has since been prepped with power, command center, communication systems and ancillary requirements.
Upon completion of the financing as proposed above, the Company expects to be sufficiently funded to execute on the next phase of work, which includes a proposed 20-hole drill program. Pending financing, the Company expects to remobilize in mid-January 2018.
About New Carolin Gold Corp.
New Carolin Gold Corp. is a Canadian-based brownfields development 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. The Company is currently executing exploration programs on the property which is located 2 hours by freeway from Vancouver near Hope, British Columbia, in the prospective and under-explored Coquihalla Gold Belt. The Company has an existing mine permit, water licenses and tailings facility in place, as well as 10.5 kilometers of underground tunnels for exploration access. The Ladner Gold Project is host to several historic gold producers, including the Carolin Mine, Emancipation Mine, Arum Mine, Ward Mine, and Pipestem Mine, in addition to numerous artisan workings and gold prospects that typically exploit high grade visible gold mineralization.
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
Phone: 604.542.9458
Cell: 604.220.5031
E-mail: ceo@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.
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.
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