Canamex Gold: GOLDUSA and SILVERUSA Security Token Offerings
Vancouver, British Columbia / January 21, 2019 - Canamex Gold Corp. (the "Company" or "Canamex") (CSE: CSQ) announces that it has launched a non-brokered private placement to accredited investors, of GOLDUSA ("GOLDUSA") Ethereum ERC20 Tokens via a Security Token Offering ("STO"). Further general details of this offering are as follows:
GOLDUSA Tokens offered at about 30% discount to the current spot gold price
Exposure to gold-backed ERC20 crypto-tokens on the Ethereum blockchain
Each token is an interest in 1/200 oz gold at offer price of $US 4.50 per token
This is about 30% discount to $US 6.50 value per token, based on $US 1300/oz gold price
Minimum subscription: 500 GOLDUSA Tokens or $US 2,250
Purchase methods accepted: $USD or $CAD fiat, Ethereum (ETH) or Bitcoin (BTC)
For GOLDUSA whitepaper and other information refer to: https://canamexgold.com/sto/
In addition, further to the Company's news release of October 3rd, 2018, the non-brokered private placement to accredited investors of SILVERUSA ("SILVERUSA") Ethereum ERC20 Tokens via a Security Token Offering ("STO"), remains open to subscription. Further general details of this offering are as follows:
SILVERUSA Tokens offered at about 35% discount to the current spot silver price- - Exposure to silver-backed ERC20 crypto-tokens on the Ethereum blockchain
Each token is an interest in 1/2 oz silver at offer price of $US 5.00 per token
This is about 35% discount to $US 7.80 value per token, based on $US 15.60/oz silver spot price
Minimum subscription: 500 SILVERUSA Tokens or $US 2,500
Purchase methods accepted: $USD or $CAD fiat, Ethereum (ETH) or Bitcoin (BTC)
For SILVERUSA whitepaper and other information refer to: https://canamexgold.com/sto/
The Company reserves the right to increase the subscription offer price, if gold or silver prices increase during the offer period. It is anticipated that these STOs will provide additional financing to complete mine permitting and development work, to a shovel-ready stage (production decision and construction financing), at the Bruner Gold and Silver Project in Nevada. The amount being targeted by the Company for these offerings is up to $US 10 million.
The risks associated with the issuance of the GOLDUSA and SILVERUSA tokens is summarized below.
The GOLDUSA tokens do not give the GOLDUSA token holder any equity or other interest in the Company equivalent to a holder of common shares including, for greater certainty, a right to participate in the profits or the distribution of assets of the Company, nor any voting rights in any meeting of the security holders of the Company. A holder of a GOLDUSA token is only entitled to delivery of gold, on request, pursuant to the terms of the GOLDUSA token offering. The Company will receive cash for this GOLDUSA token offering, and will have an obligation to meet gold delivery requests, but only after commercial production is achieved.
The Bruner Gold Project
As the Company is still in the development phase with its Bruner Gold Project, in Nevada, it has yet to produce any gold or other resources. The Company has not yet made a production decision, and is raising capital to advance the project through permitting and feasibility, the results of which are anticipated to support a production decision upon completion. Whilst the 2018 updated PEA is positive, and recommends advancing the project through permitting and feasibility, it is based upon mineral resources only, and not mineral reserves. The results of a feasibility study may differ from the results of the PEA. Therefore, a GOLDUSA token linked to the production of such mineral resources is speculative, as there is no definitive time horizon in which commercial production of such resources could commence; given that there is no definitive feasibility study demonstrating economic production.
The GOLDUSA token effectively will be a long-term royalty interest on the Bruner Gold Project, which will require the delivery of gold if or when commercial production is achieved. Holders or potential purchasers of common shares of the Company should be aware that a GOLDUSA token holder will receive gold, if or when commercial production is achieved and after redemptions of gold are satisfied, the Company could sell any remaining resources available.
Companies continue to look to alternative sources of finance and creative deal structures for growth and funding. These have included joint arrangements, divestments, mergers, streaming, royalty deals and offtake-linked pre-financing. New investment vehicles have emerged in this alternative finance space to take advantage of investor demand for commodity exposures and the companies' demand for funding. Alternative finance, by its nature innovative and deal specific, does not find a natural 'home' in the IFRS accounting standards. Each arrangement is unique and there is no 'one size fits all'. There is no 'industry guidance' in IFRS that sets out the accounting for these structures. The legal form of the GOLDUSA token offering is a contract to buy a non-financial item, the specified commodity, which in this case is gold. Contracts to buy or sell non-financial items are normally considered executory contracts and are outside the scope of the financial instruments guidance.
The settlement is in gold bullion, but is contingent on successful commercial production from the Bruner Gold project, and there is no compensation if development is unsuccessful. Therefore, this is like a royalty model, but different in that there is no percentage of production acquired via a royalty arrangement, but a fixed volume of production that is acquired, via the GOLDUSA tokens. A GOLDUSA token holder's right to delivery is dependent on successful development of the mine and extraction of minerals specific to the property, like a royalty.
The Company in such an arrangement does not record an obligation for future payments. Since there is no unconditional obligation to deliver cash or other monetary payment, no financial obligation arises.
The Company can be deemed to sell a proportion of resources, because a defined quantity of resources will be transferred to the GOLDUSA token holder from the Bruner Gold project. Settlement is based on gold bullion delivery and not net income, so the GOLDUSA token holder's entitlement basically represents a portion of volume of production.
A GOLDUSA token holder has no contractual right to enforce development of the mine. A GOLDUSA token holder has no contractual rights if the other party fails to develop the mine and does not start production. Therefore, the GOLDUSA token holder is exposed to risks that would not be typical in a financial instrument.
The value of the GOLDUSA tokens relates directly to the value of gold, and fluctuations in the price of gold could materially affect an investment in the GOLDUSA tokens
Even if the GOLDUSA tokens are held for the long-term, that may not result in a profit, since gold markets have historically experienced extended periods of flat or declining prices, in addition to sharp fluctuations. In addition, there is no assurance that gold will maintain its long- term value in terms of purchasing power. If the price of gold declines, the Company expects the value of the GOLDUSA tokens to decline.
Gold bullion is traded internationally and its price is generally quoted in U.S. dollars. The price of the GOLDUSA tokens will depend on, and typically fluctuate with, the price fluctuations of gold. The price of gold may be affected at any time by many international, economic, monetary and political factors, many of which are unpredictable.
Changing tax, royalty, land and mineral ownership and leasing regulations in gold producing countries can have an impact on market functions and expectations for future gold supply. This can affect both share prices of gold mining companies and the relative prices of other commodities, which are competitive factors that may affect investor decisions in respect of investing in gold and the GOLDUSA tokens.
Prospective purchasers need to independently determine the suitability of investing in GOLDUSA tokens
Prospective purchasers should determine whether an investment in GOLDUSA tokens is appropriate in their circumstances and should consult with their legal, business and tax advisors in evaluating the consequences of an investment in the GOLDUSA tokens. An investment in GOLDUSA tokens is only suitable for investors who: (i) have the requisite knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in GOLDUSA tokens; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the context of their financial situation; and (iii) can bear the potential economic risks of any investment in the GOLDUSA tokens.
About Canamex Gold Corp.
Canamex Gold Corp. is a public listed company registered in British Columbia, Canada, trading on the Canadian Securities Exchange (CSE), and is engaged in pre-development of the Bruner gold and silver project in the prolific gold jurisdiction of Nye County, Nevada. The region is home to several producing and past-producing mines along the Walker Lane Trend. Canamex completed a positive Preliminary Economic Assessment (PEA) on the Bruner project in 2016. Based on additional drilling conducted on the property, the company completed an updated PEA in 2018, which increased the resources and improved the economics of the project. Canamex is now moving the Bruner project forward into permitting and development on the strength of this positive updated PEA. The second asset is the Silverton property, a gold exploration project, in Nevada, which has geological similarities to the Long Canyon deposit in Nevada, being mined by Newmont Mining. The Company has signed an agreement with Harmonychain AS, for Ethereum blockchain cryptographic security tokens, asset backed by gold and silver royalties and metal streams, as an alternative means of raising capital, potentially without equity dilution. The agreement secures the exclusive rights to various Ethereum cryptographic token domain names and ticker codes, for gold and silver. The rights also extend to patents pending and trademarks associated with these security token financing models. Canamex has signed an MOU with Malta Digital Exchange, to collaborate on the possibility of listing GOLDUSA and SILVERUSA security tokens on a secondary market. Further information is available at https://canamexgold.com
ON BEHALF OF THE BOARD
CEO and Director
Chairman of the Board
The Canadian Securities Exchange accepts no responsibility for the adequacy or accuracy of this release.
The securities referred to in this news release 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 within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
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