VANCOUVER, BC, Aug. 10, 2020 /CNW/ - Contact Gold Corp. (the
"Company" or "Contact Gold") (TSXV: C) and (OTCQB:
CGOL), is pleased to announce that it has agreed to offer its
previously announced public offering of units of the Company
("Units") at a price of C$0.20 per Unit (the "Offering Price")
for aggregate gross proceeds of up to C$15,000,000 (the "Offering"). Each
Unit will consist of one share of common stock in the capital of
the Company (a "Share", and as a constituent of the Unit, a "Unit
Share") and one-half of one Share purchase warrant (each whole
warrant, a "Warrant"), with each Warrant entitling the holder
thereof to acquire one Share at an exercise price of C$0.27 for a period of 24 months
following the closing date of the Offering.
The Offering will be conducted by Cormark Securities Inc. and
its U.S. affiliate (the "Underwriters"). The Company has granted to
the Underwriters an option (the "Over-Allotment Option"),
exercisable in whole or in part, in the sole discretion of the
Underwriters, for a period of 30 days from and including the
closing date of the Offering, to purchase additional Units,
additional Shares and/or additional Warrants, in an aggregate
amount not to exceed 15% of the Units, Shares or Warrants sold
pursuant to the Offering, on the same terms and at the same price
as the Units, Shares and Warrants sold under the Offering, to cover
over-allotments, if any, and for market stabilization purposes.
The Offering will be conducted (A) in Canada pursuant to a prospectus supplement
(the "Prospectus Supplement") to the Company's short form base
shelf prospectus dated October 24,
2018 filed in all of the provinces and territories of
Canada, except for Québec (the
"Canadian Jurisdictions"), and (B) to the public under an offering
statement on Form 1-A, which includes an offering circular (the
"Offering Statement"), pursuant to Regulation A under the U.S.
Securities Act of 1933, as amended (the "1933 Act"), filed with the
United States Securities and Exchange Commission (the "SEC").
An amended and restated preliminary Prospectus Supplement (the
"Prospectus Supplement") and an amendment to the preliminary
Offering Statement (the "Offering Statement") containing important
information relating to the Offering have been filed with the
securities commissions in the Canadian Jurisdictions and in
the United States with the SEC,
respectively. The Prospectus Supplement and the Offering Statement
are still subject to completion or amendment. Copies of the
Prospectus Supplement and the Offering Statement (and the Offering
Circular contained therein) are available at www.sedar.com and
www.sec.gov and may be obtained from Cormark Securities at Cormark
Securities Inc., 416-943-6405, Royal Bank Plaza, North Tower, Suite
1800, 200 Bay Street, P.O. Box 63, Toronto, ON M5J 2J2.
If the Offering is completed, the net proceeds from the Offering
are expected to be used to undertake further drilling at Contact
Gold's Green Springs and Pony Creek projects located in
Nevada, to redeem a portion of the
currently outstanding Class A Shares of Preferred Stock (the
"Preferred Shares") pursuant to the previously announced binding
letter of intent (the "LOI"), for exploration expenditures on
Contact Gold's other properties, and for general working capital
purposes. The nature and extent of the drilling at the Green
Springs and Pony Creek projects will be scaled based on the amount
of proceeds ultimately received by the Company from the Offering.
The Offering will be subject to certain conditions, including but
not limited to successful marketing efforts and the receipt of all
necessary securities regulatory and stock exchange approvals. There
can be no assurance as to whether the Offering will be
completed.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any offer or sale of any securities, in any state or jurisdiction
in which the offer, solicitation, or sale of securities would be
unlawful. The securities being offered have not been approved
or disapproved by the SEC or any Canadian securities commission,
nor has any such regulatory authority passed upon the accuracy or
adequacy of the preliminary Prospectus Supplement or the
preliminary Offering Statement. The securities being offered have
not been and will not be registered under the 1933 Act.
About Contact Gold Corp.
Contact Gold is an exploration company focused on producing
district scale gold discoveries in Nevada. Contact Gold's
extensive land holdings are on the prolific Carlin, Independence and Northern Nevada Rift
gold trends which host numerous gold deposits and mines. Contact
Gold's land position comprises approximately 200 km2 of
target rich mineral tenure hosting numerous known gold occurrences,
ranging from early- to advanced-exploration and resource definition
stage.
Additional information about the Company is available at
www.contactgold.com.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy of this release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
The Form 1-A has not been qualified by the SEC or any state
securities commission. For the purposes of Regulation A of the 1933
Act, (a) no money or other consideration is being solicited and if
sent in response, will not be accepted; (b) no offer to buy the
securities can be accepted and no part of the purchase price can be
received until the Offering Statement is qualified, and any such
offer may be withdrawn or revoked, without obligation or commitment
of any kind, at any time before notice of its acceptance given
after the qualification date; and (c) any person's indication of
interest involves no obligation or commitment of any kind. All
sales, if any, are anticipated to be subject to limitations set
forth in Rule 251(d)(2)(i)(C) of Regulation A, as described in the
Offering Circular.
Cautionary Note Regarding Forward-Looking
Information
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian and
United States securities
legislation. All statements, other than statements of historical
fact, are forward-looking statements and are based on expectations,
estimates and projections as at the date of this news release. Any
statement that involves discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as "expects", or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain
actions, events or results "may" or "could", "would", "might" or
"will" be taken to occur or be achieved) are not statements of
historical fact and may be forward-looking statements. In this news
release, forward-looking statements relate, among other things, to
the proposed Offering and Redemption Placement, the intended use of
proceeds therefrom, the completion and nature of the transactions
contemplated by the letter of intent with Waterton Nevada Splitter,
LLC (the "LOI), the satisfaction of the conditions to
the completion of the transactions contemplated by the LOI,
including the receipt in a timely manner of regulatory and other
required approvals and clearances, including the approval of the
TSXV for the Redemption Placement and shareholder and TSXV approval
of the Article Amendments; and the nature, timing and extent of the
Corporation's planned exploration programs and activities..
These forward-looking statements are based on opinions and
estimates of management of the Company at the time such statements
were made and are based on various assumptions, including but not
limited to, favourable and stable general macroeconomic conditions,
securities markets, spot and forward prices of gold, silver, base
metals and certain other commodities and currency markets (such as
the $ to US$ exchange rate); no materially adverse changes or
economic developments, that various risks and hazards associated
with the business of mineral exploration, development and mining
will not materialize and the ability to continue raising the
necessary capital to finance operations. Actual future
results may differ materially as forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the
Company to materially differ from any future results, performance
or achievements expressed or implied by such forward-looking
statements. Such risks, uncertainties and other factors that may
affect the forward-looking statements in this news release include
but are not limited to: risks related to the Offering; risks
related to successful marketing efforts; changing market
conditions; and receipt of applicable regulatory approvals.
Readers are cautioned that the foregoing list is not exhaustive of
all factors and assumptions which may have been used.
Although the forward-looking statements contained in this
news release are based upon what management of the Company
believes, or believed at the time, to be reasonable assumptions,
the Company cannot assure shareholders that actual results will be
consistent with such forward-looking statements, as there may be
other factors that cause results not to be as anticipated,
estimated or intended. Readers should not place undue reliance on
the forward-looking statements and information contained in this
news release. The Company assumes no obligation to update the
forward-looking statements of beliefs, opinions, projections, or
other factors, should they change, except as required by
law.
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SOURCE Contact Gold Corp.