Pacton Gold Announces $4 million Private Placement

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VANCOUVER, April 23, 2018 /CNW/ - Pacton Gold Inc. (TSXV: PAC, OTC: PACXF) (the "Company" or "Pacton") is pleased to announce that it has entered into an agreement with Sprott Capital Partners to act as lead agent (the "Lead Agent"), on its own behalf and, if applicable, on behalf of a syndicate of agents (collectively with the Lead Agent, the "Agents"), in connection with a marketed private placement of up to 17,400,000 Units (hereinafter defined) of the Company, at a price of $0.23 per Unit, for gross proceeds of up to $4,002,000 (the "Offering"). 

Each Unit will consist of one common share of the Company (a "Common Share") and one transferable common share purchase warrant (a "Warrant")(collectively, a "Unit"). Each Warrant will entitle the holder to acquire one Common Share for a period of three years from the date of issue at a price of $0.35.

In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal to 6.0% of the gross proceeds of the Offering.  As additional consideration, the Company will grant to the Agents that number of Agent Units (hereinafter defined) that equals 6.0% of the aggregate number of Units placed by the Agents in the Offering.  Each "Agent Unit" will consist of one Common Share and one non-transferrable common share purchase warrant ("Agent Warrants").  Each Agent Warrant will permit the purchase of one Common Share for three years from the Closing Date at C$0.35.

The net proceeds from the Offering will be used for exploration work to be conducted on the Company's properties in Canada and Australia and for general working capital.  All of the securities sold pursuant to the Offering will be subject to a four month hold period which will expire four months and one day from the date of issue in accordance with applicable securities laws. The Offering is subject to acceptance of the TSX Venture Exchange.

The Offering may close in one or more tranches, with a final closing no later than May 22, 2018 or such other date or dates as the Company and the Lead Agent may agree.

ON BEHALF OF THE BOARD OF DIRECTORS,
Alec Pismiris
Interim President & CEO

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 nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including 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, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

This news release includes certain forward-looking statements concerning the use of proceeds of the Offering, the future performance of our business, its operations and its financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, the future tax treatment of the Flow-Through Shares, competitive risks and the availability of financing, as described in more detail in our recent securities filings available at www.sedar.com. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.

SOURCE Pacton Gold Inc.

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