Klondike Gold Corp. (TSX.V: KG; FRA: LBDP; OTC: KDKGF) (“Klondike Gold” or the “Company”) is pleased to announce that the Company has closed a non-brokered private placement financing, raising $1,518,339.50 of which $185,019.50 is flow-through (the “Private Placement”).
In closing the Private Placement, the Company issued 2,176,700 flow-through units at a price of $0.085 per flow-though unit, with each flow-through unit comprised of one common share which is a “flow-through” share for Canadian income tax purposes and one half of one common share purchase warrant (the “Flow-Through Units”). The Company further issued 17,777,600 units at a price of $0.075 per unit, with each unit comprised of one common share and one common share purchase warrant (the “Units”).
A total of 18,865,950 share purchase warrants issued in connection with the Private Placement are exercisable at a price of $0.12 per share until April 14, 2027.
All securities issued in connection with the Private Placement are subject to a four month and one day statutory hold period expiring on August 15, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
Three insiders of the Company participated in the Private Placement and acquired an aggregate of 588,200 Flow-Through Units and 6,463,300 Units. The purchases by these insiders constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuances are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as they are distributions of securities for cash and the fair market value of the Units issued to, and the consideration paid by, the insiders did not exceed 25% of the Company’s market capitalization. No new insiders were created, nor any change of control occurred, as a result of closing the Private Placement.
The Company intends to use the proceeds from the financing to continue exploration and development of the Company’s Yukon properties, as well as for general working capital.
Peter Tallman, President and CEO of Klondike states “We appreciate the significant participation and support in this financing from long term shareholders, local commercial partners, key advisors, management, and Directors. Importantly this funding enables us to move forward immediately with our 2025 exploration program, which our team has been planning in detail throughout the winter.”
EARLY WARNING DISCLOSURE
Peter Tallman acquired 6,330,000 shares and 6,330,000 warrants of pursuant to the Private Placement of the Company. Prior to the Private Placement, Mr. Tallman owned an aggregate of 21,203,403 common shares, representing 9.85% of the issued and outstanding shares of the Company. In addition Mr. Tallman also held 3,800,000 options and 11,448,333 warrants representing 15.98% on a partially diluted basis. Immediately following the closing of the Private Placement, Mr. Tallman directly or indirectly holds 27,533,403 common shares, 17,778,333 warrants and 3,800,000 stock options representing 11.71% the common shares of the Company (19.13% on a partially diluted basis.). As the number of Shares held by Mr. Tallman exceed 10% of the issued and outstanding shares of the Company, Mr. Tallman intends to file a Report on SEDAR+ pursuant to National Instrument 62-103F1 (Early Warning Report) as required. A copy of the report will be available at SEDAR+ at www.sedarplus.ca.
Frank Giustra indirectly acquired 2,666,000 shares and 2,666,000 warrants pursuant to the Private Placement of the Company. Prior to the Private Placement, Mr. Giustra owned an aggregate 15,856,803 common shares of the Company, representing 7.37% on a undiluted and diluted and basis. Immediately following the closing of the Private Placement, Mr. Giustra directly or indirectly holds 18,522,803 common shares and 2,666,000 warrants representing 7.88% of the outstanding common shares of the Company (7.41% on a partially diluted basis). Frank Giustra no longer holds common shares representing over 10% of the outstanding shares of Klondike Gold due to dilution. Mr. Giustra intends to file a Report on SEDAR+ pursuant to National Instrument 62-103F1 (Early Warning Report) as required to terminate his filing requirements. A copy of the report will be available at SEDAR+ at www.sedarplus.ca.
The acquisition of the shares and warrants by Mr. Tallman and Mr. Giustra (“each, an “Acquiror”) were made for investment purposes. Depending on market and other conditions, the Acquirors may from time to time in the future increase or decrease their respective ownership, control or direction over securities of the Company through market transactions, private agreements, or otherwise.
ABOUT KLONDIKE GOLD CORP.
Klondike Gold is a Vancouver based gold exploration company advancing its 100%-owned Klondike District Gold Project located at Dawson City, Yukon, one of the top mining jurisdictions in the world. The Klondike District Gold Project targets gold associated with district scale orogenic faults along the 55-kilometer length of the famous Klondike Goldfields placer district. Multi-kilometer gold mineralization has been identified at both the Lone Star Zone and Stander Zone, among other targets. The Company has identified a Mineral Resource Estimate of 469,000 Indicated and 112,000 Inferred gold ounces[1], a milestone first for the Klondike District. The Company also retains a 10% production royalty on the active Montana Creek placer property with payments capped at $9.5M total over 6 years. The Company is focused on exploration and development of its 729 square kilometer property accessible by scheduled airline and government-maintained roads located on the outskirts of Dawson City, Yukon, within the Tr’ondëk Hwëch’in First Nation traditional territory.
ON BEHALF OF KLONDIKE GOLD CORP.
“Peter Tallman”
Peter Tallman
President and CEO
FOR FURTHER INFORMATION:
Telephone: (604) 609-6138
E-mail: info@klondikegoldcorp.com
Website: www.klondikegoldcorp.com
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.
Certain statements contained in this news release constitute “forward-looking statements”. When used in this document, the words “anticipated”, “expect”, “estimated”, “forecast”, “planned”, and similar expressions are intended to identify forward-looking statements or information. These statements are based on current expectations of management, however, they are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from the forward-looking statements in this news release. Readers are cautioned not to place undue reliance on these statements. Klondike Gold does not undertake any obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date hereof, except as required by securities laws.
Forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, market volatility; the state of the financial markets for the Company’s securities; fluctuations in commodity prices and changes in the Company’s business plans. In making the forward looking statements in this news release, the Company has applied several material assumptions that the Company believes are reasonable, including without limitation, that the Company will continue with its stated business objectives and its ability to raise additional capital to proceed. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. The Company seeks safe harbor.
For more information on the Company, investors should review the Company’s continuous disclosure filings that are available at www.sedarplus.ca.
[1] The Mineral Resource Estimate for the Klondike District Property was prepared by Marc Jutras, P.Eng., M.A.Sc., Principal, Ginto Consulting Inc., an independent Qualified Person in accordance with the requirements of NI 43-101. The technical report supporting the Mineral Resource Estimate entitled “NI 43-101 Technical Report on the Klondike District Gold Project, Yukon Territory, Canada” has been filed on SEDAR at www.sedarplus.ca effective November 10, 2022. Refer to news release of December 16, 2022.