Toronto, Ontario--(Newsfile Corp. - March 10, 2025) - Canadian Gold Corp. (TSXV: CGC) ("Canadian Gold" or the "Company") is pleased to announce that it has entered into an agreement where it will issue 8,823,529 charity flow-through shares (the "Charity FT Shares") at a price of $0.28 per Charity FT Share and 2,941,176 common share units (the "Share Units") at a price of $0.17 per Share Unit for aggregate gross proceeds to the Company of approximately $3 million (the "Offering"). The Offering will be conducted on a non-brokered private placement basis. McEwen Mining Inc. (TSX: MUX) (NYSE: MUX) has agreed to participate in the Offering as a strategic investor. Upon closing of the Offering, McEwen Mining will own 5.9% of Canadian Gold's outstanding shares and 7.1% on a partially diluted basis. Post-financing, Rob McEwen, McEwen Mining's Chairman and Chief Owner, will own 32% of Canadian Gold's outstanding shares.
"We are honored to welcome McEwen Mining Inc. as a strategic shareholder. Their investment represents a significant validation and endorsement of the results of our ongoing exploration efforts at Tartan. We have a shared vision to aggressively advance toward the goal of restarting the Tartan Mine. We look forward to putting this investment to work immediately to expand and quantify the resource on the Main Zone and South Zone, plus do follow up drilling at our recently discovered third parallel zone to the south of the South Zone." - Michael Swistun, CFA, President & CEO
Each Share Unit will consist of one non-flow-through common share of the Company (the "Common Shares") and one whole common share purchase warrant (the "Share Warrant") that will entitle McEwen Mining to acquire one Common Share of the Company for an exercise price of $0.22 per Common Share for 12 months from the closing of the Offering.
The Charity FT Shares will qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada).
The Company will use the gross proceeds from the issue and sale of the Charity FT Shares to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2025. The Company will indemnify subscribers for any taxes payable as a result of a failure to renounce Qualifying Expenditures, or in the event of a reduction by the tax authorities in the amount of expenses renounced by the Company.
The Company intends to use the aggregate proceeds from the Offering to:
Target the deeper extensions of the Main Zone, which remains open. Limited drilling in this area has returned 12.0 gpt gold over 8.0 metres and 12.7 gpt gold over 3.4 metres.
Drill the Main Zone's Western Flank where recent step-out drilling has intercepted 11.6 gpt gold over 5.6 metres and 7.1 gpt gold over 6.0 metres.
Drill the Main Zone's Eastern Flank, which returned 9.7 gpt gold over 4.2 metres.
Drill the South Zone's potentially important depth extension where the first drill hole recently returned 6.1 gpt gold over 6.0 metres and newly discovered South Zone Hanging Wall Zone that has returned 29.1 gpt gold over 5.9 metres and 8.4 gpt gold over 2.0 metres.
Help advance development studies at the Tartan Mine.
The Charity FT Shares and Share Units issued pursuant to the Offering will have a hold period of four months and one day. The Offering is expected to close on or about March 31, 2025, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX-V.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state security laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
QualifiedPerson
The scientific and technical information disclosed in this news release was reviewed and approved by Wesley Whymark, P. Geo., Consulting Geologist for the Company, and a Qualified Person as defined under National Instrument 43-101.
Canadian Gold Corp. is a Toronto-based mineral exploration and development company whose objective is to expand the high-grade gold resource at the past producing Tartan Mine, located in Flin Flon, Manitoba. The historic Tartan Mine currently has a 2017 indicated mineral resource estimate of 240,000 oz gold (1,180,000 tonnes at 6.32 g/t gold) and an inferred estimate of 37,000 oz gold (240,000 tonnes at 4.89 g/t gold). The Company also holds a 100% interest in greenfields exploration properties in Ontario and Quebec adjacent to some of Canada's largest gold mines and development projects, specifically, the Canadian Malartic Mine (QC), the Hemlo Mine (ON) and Hammond Reef Project (ON). The Company is 34% owned by Robert McEwen, who was the founder and CEO of Goldcorp and is Chairman and CEO of McEwen Mining.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release of the Company contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Canadian Gold's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.
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