California Gold Closes Private Placement



Toronto, Ontario (FSCwire) - California Gold Mining Inc. (“California Gold” or the “Company”) (TSX.V:CGM) is pleased to announce that it has now completed the previously announced (see press release dated July 31, 2018) non-brokered private placement of units (the “Offering”).

 

In the second tranche that closed today, the Company raised gross proceeds of $365,500 from the issuance of 1,462,000 units. This is in addition to the $935,000 raised from the issuance of 3,740,000 units in the first tranche announced on August 14, 2018. The combined total raised in the two tranches is $1,300,500.

 

Each unit is comprised of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable into one common share of the Company for a period of 24 months from the date of issue at an exercise price of $0.50.  The Warrants will have an acceleration provision whereby if the closing price of the Company’s common shares on the TSX Venture Exchange is at a price equal to or greater than $0.60 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants, whereby the Warrants will expire 30 days from the date of the notice to the Warrant holders.

 

The Company intends to use the net proceeds of the Offering to complete its ongoing resource drill program at the Queen Specimen mineralized zone located on its flagship Fremont Property; and for other general corporate purposes.

 

The securities issued today as part of the second tranche of the Offering are subject to a four month hold period that will expire on December 31, 2018.

 

In connection with the closing of the Offering, the Company issued an aggregate of 156,940 broker warrants (the "Broker Warrants") and paid an aggregate of $39,235 in cash to certain finders (collectively, the "Finders").  Each Broker Warrant entitles the holder thereof to purchase one common share of the Company 24 months from date of closing with an exercise price of $0.50 per share.

 

As noted, related parties of the Company have acquired shares and warrants under the Offering. Such participation is considered a "related party transaction" within the meaning of the TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Company relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 in respect of related party participation as at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved interested parties, exceeded 25 per cent of the Company's market capitalization.

 

About California Gold Mining Inc.

 

California Gold Mining Inc. is focused on developing its flagship Fremont gold project in Mariposa County, California. The project consists of a land package totaling 3,351 acres of historically producing gold mines. The Fremont Property lies within California’s prolific Mother Lode Gold Belt that has produced over 50 million oz of gold historically. The Company purchased the property in March 2013.

 

CAUTION REGARDING FORWARD-LOOKING INFORMATION

 

This news release of California Gold contains statements that constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause California Gold's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements in this document include statements regarding the Company’s ability to close further tranches of the Offering and the anticipated uses of the proceeds from the Offering and.  There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward looking statements. Any factor could cause actual results to differ materially from California Gold's expectations. California Gold undertakes no obligation to update these forward looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, unless otherwise 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.

 

For further information contact:

 

Vishal Gupta

President & CEO

647-977-9267 x333     Website: www.caligold.ca







Source: California Gold Mining Inc. (TSX Venture:CGM, OTCQX:CFGMF)

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