Calgary, Alberta--(Newsfile Corp. - October 9, 2024) - Cassiar Gold Corp. (TSXV: GLDC) (OTCQX: CGLCF) ("Cassiar Gold" or the "Company") is pleased to announce that, further to its press releases dated September 3 and September 9, 2024, the Company has closed the first tranche of its non-brokered, insider-led private placement (the "Offering") by issuing:
296,428 flow-through units ("FT Units") at a price of C$0.35 per FT Unit; and
770,000 charity flow-through units ("Charity FT Units") at a price of $0.37 per Charity FT Unit.
Aggregate gross proceeds raised under the Offering were approximately C$388,650.
Each FT Unit and Charity FT Unit consists of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"), each of which will qualify as a "flow-through share" pursuant to the Income Tax Act (Canada). Each Warrant is exercisable by the holder to acquire one Common Share at a price of C$0.50 for a period of 24 months following the closing date of the Offering. The securities issued pursuant to the Offering will be subject to a four-month hold period under applicable securities laws.
The Company will use the gross proceeds received by the Company from the Offering to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada), and for British Columbia subscribers, "BC flow-through mining expenditures" as defined in the Income Tax Act (British Columbia), (the "Qualifying Expenditures") on the Company's flagship Cassiar Gold Project in northern British Columbia, Canada, with such expenses to be incurred on or before December 31, 2025, and the Company will renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units and Charity FT Units effective December 31, 2024.
In connection with the Offering, the Company paid certain persons ("Finders") finders' fees consisting of cash payments of up to $10,050, representing 6% of the aggregate proceeds raised by the Finders, and up to 40,200 non-transferable warrants ("Finder's Warrants"), representing 6% of the number of FT Units and Charity FT Units sold to subscribers introduced to the Company by the Finders. Each Finder's Warrant is exercisable by the holder to acquire one Common Share at a price of $0.50 for a period of 24 months following the closing date of the Offering. The Finder's Warrants are subject to a four-month hold period under applicable securities laws. Final satisfaction of the finder's fees is subject to TSX Venture acceptance.
One insider of the Company participated in the Offering and subscribed for a total of 142,857 FT Units for aggregate gross proceeds of $49,999.95. Participation by the insider of the Company in the Offering constitutes a related party transaction as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued under the Offering to the insider, nor the fair market value of the consideration paid by the insider, exceeded 25% of the Company's market capitalization.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news 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.
About Cassiar Gold Corp.
Cassiar Gold Corp. is a Canadian gold exploration company holding a 100% interest in its flagship Cassiar Gold Property located in British Columbia, Canada. The Cassiar Gold property spans 590 km2 and consists of two main project areas: Cassiar North, which hosts a NI 43-101-compliant inferred resource estimate of 1.4Moz at 1.14 g/t Au (cutoff grade of 0.5 g/t Au) known as the Taurus Deposit (see National Instrument 43-101 Technical Report on the Cassiar Gold property, April 28, 2022, by S. Zelligan, J. Moors, C. Jolette, which is available on SEDAR+); and Cassiar South, which hosts numerous gold showings, historical workings, and exploration prospects. Historical underground mines in the Cassiar South area have yielded over 315,000 oz of Au at average head grades of between 10 and 20 g/t Au1, underscoring the high potential for further discovery and expansion of high-grade orogenic gold veins.
The Company also holds a 100% interest in properties covering most of the Sheep Creek gold camp located near Salmo, British Columbia, Canada. The Sheep Creek gold district ranks as the third largest past-producing orogenic gold district in British Columbia with historical gold production of 742,000 ounces gold at an average grade of 14.7 g/t gold from 1900 to 1951. Minimal exploration work has been conducted since the 1950s.
Cassiar Gold Corp. acknowledges, respects, and supports the rights of Traditional First Nations in the lands and communities where we operate.
This news release may contain forward looking statements including those describing the Company's future plans and the expectations of management that a stated result or condition will occur. Any statement addressing future events or conditions necessarily involves inherent risk and uncertainty. Actual results can differ materially from those anticipated by management at the time of writing due to many factors, the majority of which are beyond the control of the Company and its management. In particular, this news release contains forward-looking statements pertaining, directly or indirectly, the use of the proceeds of the Offering; the payment of finder's fees; the Company's exploration plans and work commitments, mineral resource estimates and the assumptions underlying such estimates, and economic factors, business and operations strategies.
Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, general economic, market or business conditions, risks associated with the exploration and development industry in general (e.g., operational risks in development, exploration and production; the uncertainty of mineral resource estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), constraint in the availability of services, commodity price and exchange rate fluctuations, the current COVID-19 pandemic, changes in legislation impacting the mining industry, adverse weather conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures.
Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. These statements speak only as of the date of this release or as of the date specified in the documents accompanying this release, as the case may be. The Company undertakes no obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.
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.
[1] See April 28, 2022, NI43-101 Report titled "National Instrument 43-101 Technical Report on the Cassiar Gold Property" by Zelligan, P.Geo, Moors, P.Geo, Jolette, P.Geo.
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