Orca Gold Inc. Receives C$22 Million Strategic Investment from Resolute Mining Limited
TSX VENTURE: ORG
VANCOUVER, British Columbia, May 28, 2018 (GLOBE NEWSWIRE) -- Orca Gold Inc. (TSX-V:ORG) ("Orca" or the “Company”) announced today that it has entered into an agreement with Resolute Mining Limited (ASX:RSG) (“Resolute”) pursuant to which Resolute has agreed to subscribe for 32,364,960 common shares (the "Shares") of Orca at a price of C$0.675 per Share for aggregate gross proceeds of approximately C$22,000,000. Following completion of the private placement, Resolute will own 32,364,960 common shares of the Company, representing approximately 15% of the Company on a fully diluted basis.
“This strategic investment by Resolute demonstrates and supports a rapidly growing international mining interest in Sudan. Resolute is a well-credentialed Australian gold producer that has been successfully developing and operating gold mines in Africa for more than 20 years and has recognized the scale and quality of our Block 14 Gold Project. The placement is the first major investment by an international gold mining company into Sudan and we are extremely pleased and excited to be aligned with Resolute in our vision of gold exploration and development in this incredibly prospective jurisdiction.” commented Richard Clark, CEO and Director of Orca. “Orca is now fully funded to deliver a Feasibility Study on Block 14, expand our exploration endeavors on this 2,170km2 licence and our concessions in Côte d’Ivoire. I would like to congratulate Resolute on its investment decision and with this stamp of approval, we look forward to continue advancing and demonstrating the value of our projects.”
The private placement will be completed in two tranches. In the first tranche, which is expected to close on May 30, 2018, Resolute will subscribe for 16,182,480 Shares for an aggregate purchase price of C$10,923,174 to be paid in cash. In the second tranche, which is expected to close on or before July 16, 2018, Resolute will subscribe for an additional 16,182,480 Shares for an aggregate purchase price of C$10,923,174 to be paid by the issuance of 8,953,421 ordinary shares of Resolute – calculated using a Resolute share price of C$1.22 per ordinary share.
The Company will also issue to Resolute a special warrant pursuant to which it may acquire an additional 1,876,422 common shares of the Company at a price of C$0.675 per common share following the issuance to Kinross Gold Corporation of 10,633,169 common shares of the Company in connection with the completion of the acquisition from Kinross of two wholly-owned exploration companies located and operating in Côte d’Ivoire (see Company news release on February 1, 2017) until the later of 60 days from the completion of such acquisition and November 1, 2018 (the “Special Warrant”).
In addition, upon and following the closing of the second tranche, for as long as Resolute holds at least 15% of Orca’s issued and outstanding shares, Resolute will be entitled to designate a nominee to serve on the Company’s Board of Directors.
Net proceeds of the private placement will be used to provide the Company with sufficient funding to complete the Feasibility Study on its Block 14 Gold Project in Sudan plus ongoing exploration in North and West Africa. The Company will pay a 5% advisory fee in a combination of cash and ordinary shares of Resolute in connection with the private placement to Arlington Group Asset Management Limited.
The private placement remains subject to certain customary closing conditions, including but not limited to receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange. All common shares of the Company issued in connection with the private placement will be subject to a hold period in Canada of four months and one day from the date of issuance.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities to, or for the account or benefit of, persons in the United States or "U.S. persons" ("U.S. Persons"), as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On behalf of the Board of Directors,
Rick Clark | CEO & Director | Orca Gold Inc. | 604.689.7842
About Resolute Mining Limited.
About Orca Gold Inc.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws, including statements regarding Orca’s (the “Company”, the “Corporation”, “we” or “our”) plans and expectations relating to the Block 14 project (“Block 14”) in northern Sudan and the Feasibility Study (“FS”) currently being conducted by the Corporation. 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. Statements concerning mineral resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. The assumptions, risk and uncertainties outlined below are non-exhaustive. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of the Corporation, or industry results, may vary materially from those described in this presentation.
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