GGX GOLD TO FINANCE FURTHER EXPLORATION
GGX Gold to Finance Further Exploration
The Gold Drop Property
Vancouver, British Columbia – August 03, 2017 – GGX Gold Corp (TSXV: GGX) (the“Company” or “GGX”) is pleased to announce it has arranged a non-brokered private placement of 2 million flow through units at a price of $0.20 cents per unit for gross proceeds of $400,000. Each Flow-Through Unit consists of one common share that qualifies as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act and one [non-]transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase, for a period of 60 months from the date of issue, one additional non-flow-through common share of the Issuer at an exercise price of Cdn$0.25 per share. The term of the warrants may be accelerated in the event that the issuer’s shares trade at or above a price of $0.35 cents per share for a period of 10 consecutive days. In such case of accelerated warrants, the issuer may give notice, in writing or by way of news release, to the subscribers that the warrants will expire 30 days from the date of providing such notice. Directors, officers or other insiders of the Company may participate in the foregoing offerings, and such parties may sell securities of the Company owned or controlled by them personally through the facilities of the TSX Venture Exchange to finance participation in such offerings.
The Company will make available a portion of the offering to existing shareholders using provisions of the Canadian existing security holder exemption pursuant to Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders (“CSA 45-313”) and the corresponding blanket orders and rules implementing CSA 45-313 in the participating jurisdictions in respect thereof (collectively with CSA 45-313, the “Existing Security Holder Exemption”). As at the date hereof, the Existing Security Holder Exemption is available in each of the provinces of Canada, with the exception of Newfoundland and Labrador. Subject to applicable securities laws, the Company will permit each person or company who, as of August 2, 2017 (being the record date set by the Company pursuant to CSA 45-313), who holds common shares as of that date (a “Current Shareholder”) to subscribe for the Units that will be distributed pursuant to the Offering, provided that the Existing Security Holder Exemption is available to such person or company. Pursuant to CSA 45-313, each subscriber relying on the Existing Security Holder Exemption may subscribe for no more than $15,000 value of securities, unless a subscriber is resident in a jurisdiction of Canada and has obtained advice regarding the suitability of the investment from a registered investment dealer (in which case such maximum subscription amount will not apply). In the event that aggregate subscriptions for Units under the Offering exceed the maximum number of securities to be distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for (the “Order of Distribution”). In addition to conducting the Offering pursuant to the Existing Security Holder Exemption, the Company will also accept subscriptions for Units where other prospectus exemptions are available, including the Investment Dealer Exemption (as defined below). Any Current Shareholder subscribing for Units pursuant to a prospectus exemption other than the Existing Security Holder Exemption will not be limited to a maximum of $15,000 value of securities. In addition to the Existing Security Holder Exemption and other available prospectus exemptions, a portion of the Offering may be completed pursuant to Multilateral CSA Notice 45-318 – Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA 45-318”) and the corresponding blanket orders and rules implementing CSA 45- 318 in the participating jurisdictions in respect thereof (collectively with CSA 45-318, the “Investment Dealer Exemption”). As at the date hereof, the Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer. There is no material fact or material change of the Company that has not been generally disclosed. The securities issued pursuant to the Offering will be subject to statutory hold periods.
A finder’s fee may be paid to eligible finders in accordance to the TSX-V policies. All securities issued pursuant to the offering will be subject to a hold period of four months and one day from the date of closing. The offerings and payment of finders’ fees are both subject to approval by the TSX-V.
Proceeds from the private placement will be used for the continued exploration work on the Gold Drop Property which may include additional drilling and trenching.
The Company also updates shareholders that further to its news release dated July 11, 2017 all subscribers and finders from its private placements that took place during the period from June to October, 2016, the Company has accelerated the term of these warrants. The term of the $0.20 warrants associated with these placements may be accelerated in the event that the issuer’s shares trade at or above a price of $0.25 per share for a period of 10 consecutive days. During October, 2016, after the final closing, the shares of the Company traded in this range. The warrants being accelerated at $.20 are attached to the $0.15 private placements that took place over the period. Warrant holders have 30 days from July 11, 2017 to exercise their warrants before they expire at 4:00pm August 10, 2017
On Behalf of the Board of Directors,
Barry Brown, Director
Mr. Jack Singh: 604-720-6598 E-mail: firstname.lastname@example.org
“ We don’t have to do this, we get to do this ”
Forward Looking Information
This news release includes certain statements that constitute “forward-looking information” within the meaning of applicable securities law, including without limitation, the Company’s information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include statements regarding the completion of the proposed transactions. Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved), and variations of such words, and similar expressions are not statements of historical fact and may be forward-looking statements. Forward-looking statement are necessarily based upon several factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of gold and other metals, anticipated costs and the ability to achieve goals, and the Company will be able to obtain required licenses and permits. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks including that resource exploration and development is a speculative business; that environmental laws and regulations may become more onerous; that the Company may not be able to raise additional funds when necessary; fluctuating prices of metals; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; operating hazards and risks; and competition. There can be no assurance that economic resources will be discovered or developed at the Gold Drop Property. Accordingly, actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward looking statements include continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants, equipment failures, litigation, competition, fees charged by service providers and failure of counterparties to perform their contractual obligations. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
Neither 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