/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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VANCOUVER, Jan. 30, 2020 /CNW/ - Barrian Mining Corp.
("Barrian" or the "Company") (TSX-V: BARI, OTCQB:
BARRF, FSE: BM5) is pleased to announce that it has engaged Sprott
Capital Partners LP (the "Lead Agent") as lead agent
on its own behalf and, if applicable, on behalf of a syndicate of
agents (the "Agents"), for a brokered private placement on a
commercially reasonable efforts basis (the "Offering") of up
to 68,181,818 units ("Units") of the Company at a price of
C$0.22 per Unit to raise gross
proceeds of up to C$15,000,000. Each
Unit will consist of one common share of the Company
("Shares") and one common share purchase warrant of the
Company ("Warrants"). The Company has also granted the
Agents an option exercisable for the sale of up to an additional
15% of the Units sold under the Offering, to cover over-allotments,
if any.
Each Warrant will entitle the holder to acquire one Share at a
price of C$0.30 per Share for a
period of three years following the closing of the Offering,
provided that if the volume weighted average price of the Shares on
the TSX Venture Exchange (the "Exchange") is equal to or
greater than $0.50 for a period of 10
consecutive trading days, the Company may, at its option, elect to
accelerate the expiry of the Warrants by providing notice to the
holders thereof, in which case the Warrants will expire on the 30th
calendar day following delivery of such notice.
Prior to the closing of the Offering, Barrian intends to
complete a consolidation on the basis of two (2) pre-consolidation
Shares for one (1) post-consolidation Share (the
"Consolidation").
Net proceeds from the Offering will be used by the Company to
make certain payments to Liberty Gold Corp. (TSX: LGD) in
connection with the Kinsley Acquisition (defined below), to fund
exploration and maintenance costs on its properties and for general
working capital purposes. Please see Barrian's news release dated
December 2, 2019 for more information
regarding the proposed acquisition by the Company of Liberty Gold
Corp.'s interest in the Kinsley Mountain gold project (the
"Kinsley Acquisition"). On January 10, 2020, the Company and Liberty Gold
Corp. extended the financing condition in connection with the
Kinsley Acquisition to February 28,
2020.
The closing of the Offering is subject to a number of
conditions, including but not limited to, approval by the Exchange
of the Offering, the satisfaction of the conditions of closing of
the Kinsley Acquisition, including final approval by the Exchange
of the Kinsley Acquisition and minimum gross proceeds from the
Offering of C$7,500,000.
Agents' Compensation
On the closing of the Offering, the Company has agreed to pay
the Agents a cash commission equal to 7% (3.5% in respect of a set
amount of President's List purchasers) of the gross proceeds of the
Offering and to issue to the Agents non-transferrable warrants (the
"Agents' Warrants") equal to 7% (3.5% in respect of a set
amount of President's List purchasers) of the aggregate number of
Units issued pursuant to the Offering exercisable for the purchase
of Units at $0.22 per Unit for a
period of two years following the closing of the Offering.
The Units, the Shares and Warrants comprising the Units and the
Agents' Warrants will be subject to a hold period of four months
and one day from their date of issue in accordance with applicable
securities laws.
About Barrian Mining Corp.
Barrian Mining Corp. is a
gold exploration company focused on acquiring and advancing
precious metal projects in the United
States. Barrian's flagship Bolo Project, located 90 km
northeast of Tonopah Nevada, hosts
Carlin type gold mineralization.
In addition, Barrian has an earn-in option to acquire 100% of the
"Sleeper Project" which is located in the historic Mogollon epithermal silver-gold mining
district of New Mexico. Barrian
also has the option to acquire 100% of the Troy Canyon Project
located in Nevada. Barrian is run
by a strong management and technical team consisting of capital
market and mining professionals with the goal of maximizing value
for shareholders through new mineral discoveries, committed
long-term partnerships, and the advancement of exploration projects
in geopolitically favourable jurisdictions. Barrian trades on the
TSXV under the ticker symbol "BARI", on the OTC markets under the
symbol "BARRF" and on the German (Frankfurt) exchanges using the ticker symbol
"BM5".
On behalf of the Board of Directors,
/s/ "Max Sali"
Max
Sali, Chief Executive Officer
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 news release.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act") or any state securities laws and
may not be offered or sold within the
United States or to, or for account or benefit of, U.S.
Persons (as defined in Regulation S under the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is
available.
Forward Looking Information
This news release includes certain statements that constitute
"forward-looking information or statements" within the meaning of
applicable securities law, including without limitation, completing
the Offering, completing the Consolidation, obtaining TSX Venture
Exchange approval for the proposed transaction with Liberty Gold
Corp., other statements relating to the technical, financial and
business prospects of the Company and its properties, and other
matters.
There can be no assurance that the proposed transaction with
Liberty Gold will be completed or,
if completed, will be successful.
Forward-looking statements address future events and conditions
and are necessarily based upon a number of estimates and
assumptions. These statements relate to analyses and other
information that are based on forecasts of future results,
estimates of amounts not yet determinable and assumptions of
management. Any statements that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as "expects" or "does not
expect", "is expected", "anticipates" or "does not anticipate",
"plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved), and variations of such words, and
similar expressions are not statements of historical fact and may
be forward-looking statements. Forward-looking statement are
necessarily based upon a number of factors that, if untrue, could
cause the actual results, performances or achievements of the
Company to be materially different from future results,
performances or achievements express or implied by such statements.
Such statements and information are based on numerous assumptions
regarding present and future business strategies and the
environment in which the Company will operate in the future,
including the price of metals, anticipated costs and the ability to
achieve goals, that general business and economic conditions will
not change in a material adverse manner, that financing will be
available if and when needed and on reasonable terms, and that
third party contractors, equipment and supplies and governmental
and other approvals required to conduct the Company's planned
exploration activities will be available on reasonable terms and in
a timely manner. While such estimates and assumptions are
considered reasonable by the management of the Company, they are
inherently subject to significant business, economic, competitive
and regulatory uncertainties and risks.
Forward-looking statements are subject to a variety of risks and
uncertainties, which could cause actual events, level of activity,
performance or results to differ materially from those reflected in
the forward-looking statements, including, without limitation: (i)
risks related to gold and other commodity price fluctuations; (ii)
risks and uncertainties relating to the interpretation of
exploration results; (iii) risks related to the inherent
uncertainty of exploration and cost estimates and the potential for
unexpected costs and expenses; (iv) that resource exploration and
development is a speculative business; (v) that the Company may
lose or abandon its property interests or may fail to receive
necessary licences and permits; (vi) that environmental laws
and regulations may become more onerous; (vii) that the
Company may not be able to raise additional funds when necessary;
(viii) the possibility that future exploration, development or
mining results will not be consistent with the Company's
expectations; (ix) exploration and development risks, including
risks related to accidents, equipment breakdowns, labour disputes
or other unanticipated difficulties with or interruptions in
exploration and development; * competition; (xi) the potential for
delays in exploration or development activities or the completion
of geologic reports or studies; (xii) the uncertainty of
profitability based upon the Company's history of losses; (xiii)
risks related to environmental regulation and liability; (xiv)
risks associated with failure to maintain community acceptance,
agreements and permissions (generally referred to as "social
licence"); (xv) risks relating to obtaining and maintaining all
necessary government permits, approvals and authorizations relating
to the continued exploration and development of the Company's
projects; (xvi) risks related to the outcome of legal actions;
(xvii) political and regulatory risks associated with mining and
exploration; (xix) risks related to current global financial
conditions; and (xx) other risks and uncertainties related to the
Company's prospects, properties and business strategy. These risks,
as well as others, could cause actual results and events to vary
significantly.
Factors that could cause actual results to differ materially
from those in forward looking statements include, but are not
limited to, continued availability of capital and financing and
general economic, market or business conditions, the loss of key
directors, employees, advisors or consultants, adverse weather
conditions, increase in costs, equipment failures, litigation,
exchange rate fluctuations, failure of counterparties to perform
their contractual obligations and fees charged by service
providers. Investors are cautioned that forward-looking statements
are not guarantees of future performance or events and, accordingly
are cautioned not to put undue reliance on forward-looking
statements due to the inherent uncertainty of such statements. The
forward-looking statements included in this news release are made
as of the date hereof and the Company disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as expressly required by applicable securities
legislation.
SOURCE Barrian Mining Corp.
