Vancouver, British Columbia–(Newsfile Corp. – January 30, 2020) – Blackrock Gold Corp. (TSXV: BRC) (“Blackrock” or the “Company“) is pleased to announce the closing of the first tranche of its non-brokered private placement previously announced on January 10, 2020. The Company issued a total of 2,685,000 units of the Company (“Units“) at a price of $0.20 per Unit for gross proceeds of $537,000 (the “Private Placement“). Each Unit consisted of one common share of the Company (“Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.30 until January 30, 2022.
Proceeds from the Private Placement will be used by the Company to fund the 2020 drilling program and exploration work on the Company’s Silver Cloud property, and general working capital.
On closing, the Company paid a cash commission of $1200, representing 6% of the proceeds raised in respect of a portion of the Private Placement.
The Common Shares and Warrants issued in connection with the Private Placement and the Common Shares issuable upon exercise of Warrants are subject to a hold period expiring May 31, 2020. The Private Placement is subject to final approval of the TSX Venture Exchange.
Certain directors, officers and other insiders of the Company purchased or acquired direction and control over a total of 2,100,000 units under the Private Placement. The placement to those persons constitutes a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactions (“MI 61-101“) adopted in the Policy. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101). Further details will be included in a material change report to be filed by the Company. The material change report will not be filed more than 21 days prior to closing of the Private Placement due to the timing of the announcement of the Private Placement and closing occurring in less than 21 days.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold in the United States absent an exemption from registration.
About Blackrock Gold Corp.
Blackrock is a junior gold-focused exploration company that is on a quest to make an economic discovery. Anchored by a seasoned Board, the Company is focused on its Silver Cloud property, a low-sulphidation epithermal gold & silver project located along on the established Northern Nevada Rift gold trend in north-central Nevada.
FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking statements” within the meaning of Canadian securities legislation. Such forward-looking statements concern the net proceeds from the Private Placement and the intended use of proceeds. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets; exploration costs, timing and amount of exploration expenditures; and effects of regulation by governmental agencies. The actual results could differ materially from those anticipated in these forward looking statements as a result of the risk factors including: the availability of funds; the timing and content of work programs; results of exploration activities of mineral properties; the interpretation of drilling results and other geological data; and general market and industry conditions. Forward-looking statements are based on the expectations and opinions of the Company’s management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
For further information, please contact:
Andrew Pollard, Chief Executive Officer
Blackrock Gold Corp.
Phone: 604 817-6044
Email: andrew@blackrockgoldcorp.com
Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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