New Placer Dome Gold Corp. Announces Non-Brokered Private Placement and Provides Corporate Update
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VANCOUVER, BC / ACCESSWIRE / September 14, 2021 / New Placer Dome Gold Corp. ("New Placer Dome" or the "Company") (TSXV:NGLD)(OTCQB: NPDCF)(FSE: BM5) is pleased to announce a non-brokered private placement and provide a corporate update in regards to its flagship Kinsley Mountain Gold Project (the " Kinsley Mountain Project "), located in southeast Elko County, Nevada.
New Placer Dome intends to complete a non-brokered private placement (the "Private Placement") for aggregate gross proceeds of a minimum of $4,000,000 and a maximum of $5,000,000. The Private Placement will consist of units (each, a "Unit") at a price of $0.08 per Unit. Each Unit will be comprised of one common share and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant is exercisable to purchase one common share of the Company at a price of $0.12 per share for a period of three years from the date of issue (the "Expiry Date"), provided that, if after four months from the date of issue, the closing price of the common shares of the Company on any stock exchange or quotation system on which the common shares are then listed or quoted is equal to or greater than $0.20 for a period of ten (10) consecutive trading days at any time prior to the Expiry Time, the Company will have the right to accelerate the Expiry Time of the Warrants by giving notice to the holders of the Warrants by news release or other form of notice permitted by the certificate representing the Warrants that the Warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than ten (10) days from the date notice is given.
In connection with the Private Placement, the company may pay finders' fees in cash or securities, or a combination of both, as permitted by the policies of the TSX Venture Exchange (the "Exchange"). All securities issued pursuant to the Private Placement will be subject to a four-month hold period. The Private Placement is subject to approval by the Exchange.
Corporate Update and Amendment to the Kinsley Option Agreement
The Company also announces that it is in discussions with Liberty Gold Corp. (LGD) ("LibertyGold") to amend certain payment terms under the purchase option agreement (the "Kinsley Option Agreement") dated November 29, 2019, as amended, between the Company and Liberty Gold, subject to the Company completing the Private Placement. The amendments would provide combined payments of US$1,250,000 in cash and US$1,250,000 in common shares of the Company on June 2, 2021, and June 2, 2022, respectively, instead of US$2,500,000 in cash on June 2, 2021 and US$2,500,000 in common shares of the Company on June 2, 2022, respectively. The first of these common share payments would be subject to a voluntary one year hold period from the date of issuance and upon their issuance to Liberty Gold and the completion of the Private Placement, Liberty Gold will hold in excess of 10% of the issued and outstanding common shares of the Company and become its largest shareholder. Liberty Gold will have the right to terminate the Kinsley Option Agreement if it provides written notice of default to the Company of failure to make the required payments under the Kinsley Option Agreement and the Company fails to make the necessary payment within 45 days from the date of receipt of such notice. If the Company and Liberty Gold proceed with the foregoing amendments to the Kinsley Option Agreement, the Company may be required to obtain a waiver of the right of first refusal from Nevada Sunrise Gold Corporation. For further information, refer to the Company's filings on www.SEDAR.com including the annual information form for the year ended June 30, 2020, filed on May 26, 2021. Amendments to the Kinsley Option Agreement are subject to Exchange approval.
Kinsley Geophysics Program
The Company has engaged Las Vegas Nevada-based KLM Geoscience to begin an expanded, property-wide IP/resistivity geophysical survey program expected to commence on September 18, 2021 (Figure 1).
Geophysical surveys completed during 2020 at the WFZ and Shale Saddle target areas correlate with drill confirmed high gold mineralization. Expanded geophysical surveys for 2021 will target the Secret Spot target and under-explored Kinsley North frontier area. At Kinsley North soil geochemical surveys reveal broad arsenic in soil anomalies coincident with structures and the prospective Pogonip-Notch Peak contact (the same host horizon as Long Canyon1) and Dunderberg shale rocks at depth cut by late northwest trending structures that are important gold mineralization hosts within the Kinsley resource area.
Subject to the Company completing the Private Placement, exploration drilling will commence following completion of geophysical surveys to build on new discoveries and expansion of resources.
Highlights of the 2020 Kinsley Drilling include1:
Western Flank - West side resource expansion drilling yields
- 10.22 g/t gold over 6.1 metres within a broader zone grading
- 2.63 g/t Au (sulphide) over 38.10 metres in KMR20-017
Western Flank - Central yields second highest-grade Dunderberg shale intercept
- 15.1 g/t Au (sulphide) over 7.6 metres, including 24.1 g/t Au (sulphide) over 4.6 metres lower zone,
- 9.08 g/t Au (sulphide) over 6.1 metres upper zone in KMR20-026
Main Pit North Oxide Target yields high-grade intercepts 75 m outside current pit shell
- 9.83 g/t gold over 7.6 metres high grade shallow oxide
Secret Spot Target surface oxide New Discovery multiple intercepts including
- 1.77 g/t gold over 25.3 metres in new surface oxide discovery in KMD20-007B
- 3.81 g/t gold over 11.6 metres; including 11.3 g/t gold over 2.9 metres in KMD20-006
About New Placer Dome Gold Corp.
New Placer Dome Gold Corp. is a gold exploration company focused on acquiring and advancing gold projects in Nevada. New Placer Dome's flagship Kinsley Mountain Gold Project located 90 km south of the Long Canyon Mine (currently in production under the Newmont/Barrick Joint Venture, Nevada Gold Mines), hosts Carlin-style gold mineralization, previous run of mine heap leach production, and NI 43-101 indicated resources containing 418,000 ounces of gold grading 2.63 g/t Au (4.95 million tonnes) and inferred resources containing 117,000 ounces of gold averaging 1.51 g/t Au (2.44 million tonnes)2. The Bolo Project, located 90 km northeast of Tonopah, Nevada, is another core asset, similarly hosting Carlin-style gold mineralization. New Placer Dome also owns 100% of the Troy Canyon Project, located 120 km south of Ely, Nevada. New Placer Dome is run by a strong management and technical team consisting of capital markets and mining professionals with the goal of maximizing value for shareholders through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favourable jurisdictions.
The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC), Principal and Consultant of APEX Geoscience Ltd. of Edmonton, AB, a Director of New Placer Dome and a "Qualified Person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects . Mr. Raffle has verified the data disclosed which includes a review of the sampling, analytical and test data underlying the information and opinions contained herein.
Figure 2. Kinsley Mountain 2021 Exploration Plan
On behalf of the Board of Directors,
/s/ "Max Sali"
Max Sali, Chief Executive Officer
Max Sali, Chief Executive Officer & Director
Tel: 604 620 8406
Karl Mansour, Paradox IR
Tel: 514 341 0408
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 news 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.
Forward Looking Information
This news release includes certain statements that constitute "forward-looking information or statements" within the meaning of applicable securities law, including without limitation, the completion of the Private Placement, completion of the amendments of the Kinsley Option Agreement with Liberty Gold, the geophysics program and subsequent drilling, other statements relating to the technical, financial and business prospects of the Company and its properties, and other matters.
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 a number of 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 metals, anticipated costs and the ability to achieve goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company's planned exploration activities will be available on reasonable terms and in a timely manner. 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. For further information concerning these and other risks and uncertainties, refer to the Company's filings on www.SEDAR.com including the annual information form for the year ended June 30, 2020, filed on May 26, 2021.
Forward-looking statements are subject to a variety of risks and uncertainties, which could cause actual events, level of activity, performance or results to differ materially from those reflected in the forward-looking statements, including, without limitation: (i) risks related to gold and other commodity price fluctuations; (ii) risks and uncertainties relating to the interpretation of exploration results; (iii) risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses; (iv) that resource exploration and development is a speculative business; (v) that the Company may lose or abandon its property interests or may fail to receive necessary licences and permits; (vi) that environmental laws and regulations may become more onerous; (vii) that the Company may not be able to raise additional funds when necessary; (viii) the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; (ix) exploration and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in exploration and development; (x) competition; (xi) the potential for delays in exploration or development activities or the completion of geologic reports or studies; (xii) the uncertainty of profitability based upon the Company's history of losses; (xiii) risks related to environmental regulation and liability; (xiv) risks associated with failure to maintain community acceptance, agreements and permissions (generally referred to as "social licence"); (xv) risks relating to obtaining and maintaining all necessary government permits, approvals and authorizations relating to the continued exploration and development of the Company's projects; (xvi) risks related to the outcome of legal actions; (xvii) political and regulatory risks associated with mining and exploration; (xix) risks related to current global financial conditions; and (xx) other risks and uncertainties related to the Company's prospects, properties and business strategy. These risks, as well as others, could cause actual results and events to vary significantly.
Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants, adverse weather and climate conditions, increase in costs, equipment failures, government regulations and policies, litigation, exchange rate fluctuations, the impact of Covid-19 or other viruses and diseases on the Company's ability to operate, decrease in the price of gold and other metals, failure of counterparties to perform their contractual obligations and fees charged by service providers. 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.
 Long Canyon Mine is not necessarily indicative of mineralization within New Placer Dome Properties.True widths of the mineralized intervals are interpreted to be between 60-90% of the reported lengths.
 Technical Report on the Kinsley Project, Elko County, Nevada, U.S.A., dated June 21, 2021 with an effective date of May 5, 2021 and prepared by Michael M. Gustin, Ph.D., and Gary L. Simmons, MMSA and filed under New Placer Dome Gold Corp.'s Issuer Profile on SEDAR (www.sedar.com)
SOURCE: New Placer Dome Gold Corp.
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