/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, April 24, 2023 /CNW/ - Cassiar Gold
Corp. (TSXV: GLDC) (OTCQX: CGLCF) ("Cassiar Gold"
or the "Company") is pleased to announce that in connection
with its previously announced bought deal financing, the Company
and Cormark Securities Inc., Canaccord Genuity Corp., and Red Cloud
Securities Inc., as co-lead underwriters and joint bookrunners, on
behalf of a syndicate of underwriters (collectively, the
"Underwriters"), have agreed to increase the size of the
previously announced financing. The Underwriters have agreed to
purchase 12,700,000 flow-through units of the Company (each, a
"Charity FT Unit") to be resold to charitable purchasers at
a price of C$0.75 per Charity FT Unit
(the "Offering Price") on a "bought deal" basis for gross
proceeds of C$9,525,000 (the
"Underwritten Offering"). Concurrent with the Offering,
the Company intends to complete a non-brokered private placement of
traditional flow-through units of the Company (each, a "Regular
FT Unit") at a price of C$0.75
per Regular FT Unit for aggregate gross proceeds of up to
C$500,000 (the "Non-Brokered
Offering", and together with the Underwritten Offering, the
"Offering").
Each Charity FT Unit will consist of one common share (each, a
"FT Share") and one half of one common share purchase
warrant (each whole warrant, a "Warrant"). Both the FT Share
and the one half of one Warrant shall be issued as a "flow-through
share" within the meaning of the Income Tax Act
(Canada) (the "Income Tax
Act"). Each whole Warrant shall entitle the holder to purchase
one non-flow-through common share of the Company (each, a
"Warrant Share") at a price of C$0.70 at any time on or before that date which
is 24 months after the closing date of the Offering.
The Company has granted to the Underwriters an option,
exercisable for a period of 30 days after and including the closing
date of the Offering, to purchase up to an additional 1,905,000
Charity FT Units for resale to charitable purchasers at the
Offering Price to raise additional gross proceeds of up to
C$1,428,750 to cover over-allotments,
if any, and for market stabilization purposes.
The Company will have the right to include a list of subscribers
of Charity FT Units in the Underwritten Offering for gross proceeds
of up to C$1,000,000 (the
"President's List").
As compensation, the Underwriters will be entitled to a cash fee
in an amount equal to 6.0% of the gross proceeds from the
Underwritten Offering. In addition, the Underwriters will receive
non-transferable warrants (the "Broker Warrants")
exercisable at any time prior to the date that is 24 months from
the Closing Date (as defined below) to acquire that number of
common shares of the Company (the "Broker Warrant Shares")
which is equal to 6.0% of the number of Charity FT Units sold under
the Underwritten Offering at an exercise price equal to
C$0.50 per Broker Warrant Share. The
Underwriters will receive a reduced cash commission of 3.0% and
that number of Broker Warrants equal to 3.0% of the number of
Charity FT Units sold to purchasers under the President's List.
Proceeds from the sale of FT Shares will be used to incur
"Canadian exploration expenses" as defined in subsection 66.1(6) of
the Income Tax Act and "flow through mining expenditures" as
defined in subsection 127(9) of the Income Tax Act. Such proceeds
will be renounced to the subscribers with an effective date not
later than December 31, 2023, in the
aggregate amount of not less than the total amount of gross
proceeds raised from the issue of FT Units. The Company intends to
use the net proceeds raised from the Offering for the exploration
of the Company's Cassiar Gold property in British Columbia, Canada.
The Charitable FT Units will be sold by way of a prospectus
supplement to be filed in the provinces of British Columbia, Alberta, Saskatchewan, Ontario and Nova
Scotia to supplement the short form base shelf prospectus
dated March 31, 2023. The
Non-Brokered Offering will be completed by way of a private
placement and such securities will be subject to a 4 month and
one-day hold period from the Closing Date. The Offering is
scheduled to close on or around May 4,
2023 and is subject to certain conditions including, but not
limited to, the receipt of all necessary approvals including the
approval of the TSX Venture Exchange (the "Closing
Date").
The securities being offered 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 in the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements. This news 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
jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Cassiar Gold Corp.
Cassiar Gold Corp. is a Canadian gold exploration company
holding a 100% interest in its flagship Cassiar Gold Property
located in British Columbia,
Canada. The Cassiar Gold property spans 590 km2 and consists
of two main project areas: Cassiar North, which hosts a NI
43-101-compliant inferred resource estimate of 1.4Moz at 1.14 g/t
Au (cutoff grade of 0.5 g/t Au) known as the as the Taurus Deposit
(see National Instrument 43-101 Technical report on the Cassiar
Gold property, April 28, 2022, by S.
Zelligan, J. Moors, C. Jolette, posted to SEDAR); and Cassiar South
which hosts numerous gold showings, historical workings, and
exploration prospects. Historical underground mines in the Cassiar
South area have yielded over 315,000 oz of Au at average grades of
between 10 and 20 g/t Au (2022, Zelligan, Jolette, Moors1),
underscoring the high potential for further discovery and expansion
of high-grade orogenic gold veins.
The Company also holds a 100% interest in the Sheep Creek gold
camp located near Salmo, BC. The
Sheep Creek gold district ranks as the third largest past-producing
orogenic gold district in BC with historical gold production of
742,000 ounces gold at an average grade of 14.7 g/t gold from 1900
to 1951. Minimal exploration work has been conducted since the
1950s.
Cassiar Gold Corp. acknowledges, respects, and supports the
rights of Traditional First Nations in the lands and communities
where we operate.
Forward-Looking Statements
This press release may contain forward looking statements
including those describing Cassiar's future plans and the
expectations of management that a stated result or condition will
occur. Any statement addressing future events or conditions
necessarily involves inherent risk and uncertainty. Actual results
can differ materially from those anticipated by management at the
time of writing due to many factors, the majority of which are
beyond the control of Cassiar and its management. In particular,
this news release contains forward-looking statements pertaining,
directly or indirectly, to the following: Cassiar's expectations
regarding timing of filing the base shelf prospectus supplement and
closing the Offering in the amount anticipated or at all, the use
of proceeds of the Offering and ability to renounce the flow
through expenditures. Readers are cautioned that the foregoing list
of risk factors should not be construed as exhaustive. These
statements speak only as of the date of this release or as of the
date specified in the documents accompanying this release, as the
case may be. The Company undertakes no obligation to publicly
update or revise any forward-looking statements except as expressly
required by applicable securities laws.
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.
SOURCE Cassiar Gold Corp.
