/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
KELOWNA, BC, Nov. 29, 2018 /CNW/ - British Columbia: Damara Gold Corp. (TSXV: DMR
- "Damara" or the "Company") provides an update with
respect to its previously announced proposed reverse takeover
transaction (the "Proposed Transaction") with New Found Gold
Corp. ("New Found Gold"). As previously announced,
Damara, New Found Gold and 2651996 Ontario Inc. entered into a
business combination agreement dated September 5, 2018, as amended on October 19, 2018. Each of Damara and New
Found Gold remain committed to consummating the Proposed
Transaction and the parties are currently in the process of
preparing the requisite documentation to do so, including a joint
management information circular and financial statements of New
Found Gold to be included therein.
The completion of the Proposed Transaction is subject to the
satisfaction of various conditions that are standard for a
transaction of this nature, including but not limited to (i) the
completion of a minimum concurrent private placement by New Found
Gold; (ii) the approval by the shareholders of Damara and the New
Found Gold to complete the Proposed Transaction, (iii) receipt of
all requisite regulatory, stock exchange, court or governmental
authorizations and consents, including the TSX Venture Exchange
(the "Exchange"); and (iv) the completion of satisfactory
due diligence by each of the parties. There can be no assurance
that the Proposed Transaction will be completed on the terms
proposed above or at all.
Trading Halt
At the Company's request, trading in the Damara's Shares was
halted by the Exchange effective September
6, 2018. Trading is expected to remain halted until, at the
earliest, the completion of the Proposed Transaction.
About Damara Gold Corp.
Damara Gold Corp. is a TSX Venture listed Canadian public
company with a Board of Directors seasoned in the mineral
exploration industry with extensive and successful international
experience with a focus on identifying and acquiring prospective
and under-explored gold properties worldwide.
About New Found Gold Corp.
New Found Gold Corp. is actively exploring district size gold
exploration projects in Newfoundland and Ontario. From inception, the company's
mandate has been to stake and acquire prospective projects with a
focus on large scale, district size projects. With a
significant footprint in Newfoundland and Ontario, New Found Gold is able to explore in
mining friendly jurisdictions, with an emphasis on gold. New
Found Gold looks for projects with historic work, drill date and/or
a defined resource, as well as projects with low acquisition and
holding costs.
ON BEHALF OF THE BOARD OF DIRECTORS:
"Larry Nagy"
Larry
Nagy, Chief Executive Officer
Disclaimer for Forward-Looking
Information
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
Damara's current expectations. When used in this press release, the
words "estimate", "project", "belief", "anticipate", "intend",
"expect", "plan", "predict", "may" or "should" and the negative of
these words or such variations thereon or comparable terminology
are intended to identify forward-looking statements and
information. The forward-looking statements and information in this
press release include information relating to the business plans of
Damara, New Found Gold, and the Resulting Issuer, the New Found
Gold private placement and the Proposed Transaction (including
Exchange approval of the Proposed Transaction). Such statements and
information reflect the current view of Damara. Risks and
uncertainties that may cause actual results to differ materially
from those contemplated in those forward-looking statements and
information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following risks:
- there is no assurance that the New Found Gold private placement
will be completed or as to the actual offering price or gross
proceeds to be raised in connection with such private placement. In
particular, the amount raised may be significantly less than the
amounts anticipated as a result of, among other things, market
conditions and investor behaviour;
- there is no assurance that Damara and New Found Gold will
obtain all requisite approvals for the Proposed Transaction,
including the approval of the shareholders of Damara and New Found
Gold, or the approval of the Exchange for the Proposed Transaction
(which may be conditional upon amendments to the terms of the
Proposed Transaction);
- following completion of the Proposed Transaction, the Resulting
Issuer may require additional financing from time to time in order
to continue its operations. Financing may not be available when
needed or on terms and conditions acceptable to the Resulting
Issuer;
- new laws or regulations could adversely affect the Resulting
Issuer's business and results of operations; and
- the stock markets have experienced volatility that often has
been unrelated to the performance of companies. These fluctuations
may adversely affect the price of the Resulting Issuer's
securities, regardless of its operating performance.
There are a number of important factors that could cause
Damara's actual results to differ materially from those indicated
or implied by forward-looking statements and information. Such
factors include, among others: limited business history of Damara
and New Found Gold; disruptions or changes in the credit or
security markets; results of operation activities and development
of projects; project cost overruns or unanticipated costs and
expenses, fluctuations in commodity prices, and general market and
industry conditions.
Damara cautions that the foregoing list of material factors is
not exhaustive. When relying on Damara's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Damara has assumed that
the material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list
of these factors is not exhaustive and is subject to change and
there can be no assurance that such assumptions will reflect the
actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS
RELEASE REPRESENTS THE EXPECTATIONS OF DAMARA AS OF THE DATE OF
THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER
SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE DAMARA MAY ELECT TO, IT
DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale
in the United States. The securities have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an exemption from
registration. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance.
There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
information circular to be prepared in connection with the Proposed
Transaction, any information released or received with respect to
the Proposed Transaction may not be accurate or complete and should
not be relied upon. Trading in the securities of Damara
should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this press release.
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 press release.
SOURCE Damara Gold Corp.
