VANCOUVER, April 10, 2019 /CNW/ - Contact Gold Corp. (the
"Company" or "Contact Gold") (TSXV: C and US: CGOL), is pleased
to announce that it intends to offer shares of common stock
pursuant to a proposed public offering (the
"Offering"). The Offering will be conducted (A) in
Canada pursuant to a prospectus
supplement (the "Prospectus Supplement") to the Company's
short form base shelf prospectus dated October 24, 2018 filed in all of the provinces
and territories of Canada, except
for Québec (the "Canadian Jurisdictions"), and (B) to the
public under an offering statement on Form 1-A, which includes an
offering circular (the "Offering Statement"), pursuant to
Regulation A under the U.S. Securities Act of 1933, as amended (the
"1933 Act"), filed with the United States Securities and
Exchange Commission (the "SEC"). The proposed Offering will
be marketed on a "best efforts" basis and the final size and
pricing of the Offering will be determined in the context of the
market and other factors.
A preliminary Prospectus Supplement and a preliminary Offering
Statement containing important information relating to the Offering
have been filed with the securities commissions in the Canadian
Jurisdictions and in the United
States with the SEC, respectively. The preliminary
Prospectus Supplement and the preliminary Offering Statement are
still subject to completion or amendment. Copies of the
preliminary Prospectus Supplement and the preliminary Offering
Statement are available at www.sedar.com and www.sec.gov and may be
obtained from Raymond James at
Raymond James Syndication, 416-777-7000, 5400-40 King St West, Toronto
Ontario, M5H 3Y2, or Cormark Securities at Cormark
Securities Inc., 416-943-6405, Royal Bank Plaza, South Tower, Suite
2800, 200 Bay Street, P.O. Box 63, Toronto, On M5J 2J2.
The Offering will be conducted by a syndicate of underwriters
co-led by Raymond James Ltd. and Cormark Securities Inc. and their
U.S. affiliates (the "Underwriters"). The Company has
granted to the Underwriters an option (the "Over-Allotment
Option"), exercisable in whole or in part, in the sole
discretion of the Underwriters, for a period of 30 days from the
closing of the Offering, to purchase up to an additional 15% of the
shares of common stock sold pursuant to the Offering, on the same
terms and at the same price as the common stock sold under the
Offering, to cover over-allotments, if any.
If the Offering is completed, and subject to the ultimate amount
of the net proceeds of the Offering, the net proceeds of the
Offering are expected to be used to undertake further drilling at
Contact Gold's flagship Pony Creek project located in Elko County, Nevada, for other exploration
expenditures on Contact Gold's other properties and for general
working capital purposes. The Offering will be subject to
certain conditions, including but not limited to successful
marketing efforts and the receipt of all necessary securities
regulatory and stock exchange approvals. There can be no assurance
as to whether the Offering will be completed.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any offer or sale of any securities, in any state or jurisdiction
in which the offer, solicitation, or sale of securities would be
unlawful. The securities being offered have not been approved
or disapproved by the SEC or any Canadian securities commission,
nor has any such regulatory authority passed upon the accuracy or
adequacy of the preliminary Prospectus Supplement or the
preliminary Offering Statement. The securities being offered have
not been and will not be registered under the 1933 Act.
About Contact Gold Corp.
Contact Gold is an exploration company focused on producing
district scale gold discoveries in Nevada. Contact Gold's
extensive land holdings are on the prolific Carlin, Independence and Northern Nevada Rift
gold trends which host numerous gold deposits and mines. Contact
Gold's land position comprises approximately 200 km2 of
target rich mineral tenure hosting numerous known gold occurrences,
ranging from early- to advanced-exploration and resource definition
stage.
Additional information about the Company is available at
www.contactgold.com.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy of this release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
Cautionary Note Regarding Forward-Looking
Information
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian and
United States securities
legislation. All statements, other than statements of historical
fact, are forward-looking statements and are based on expectations,
estimates and projections as at the date of this news release. Any
statement that involves discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as "expects", or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain
actions, events or results "may" or "could", "would", "might" or
"will" be taken to occur or be achieved) are not statements of
historical fact and may be forward-looking statements. In this news
release, forward-looking statements relate, among other things, to
the proposed Offering, the intended use of proceeds therefrom and
the receipt of applicable regulatory and stock exchange
approvals.
These forward-looking statements are based on opinions and
estimates of management of the Company at the time such statements
were made and are based on various assumptions, including but not
limited to, favourable and stable general macroeconomic conditions,
securities markets, spot and forward prices of gold, silver, base
metals and certain other commodities and currency markets (such as
the $ to US$ exchange rate); no materially adverse changes or
economic developments, that various risks and hazards associated
with the business of mineral exploration, development and mining
will not materialize and the ability to continue raising the
necessary capital to finance operations. Actual future
results may differ materially as forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the
Company to materially differ from any future results, performance
or achievements expressed or implied by such forward-looking
statements. Such risks, uncertainties and other factors that may
affect the forward-looking statements in this news release include
but are not limited to: risks related to the Offering; risks
related to successful marketing efforts; changing market
conditions; and receipt of applicable regulatory approvals.
Readers are cautioned that the foregoing list is not exhaustive of
all factors and assumptions which may have been used.
Although the forward-looking statements contained in this
news release are based upon what management of the Company
believes, or believed at the time, to be reasonable assumptions,
the Company cannot assure shareholders that actual results will be
consistent with such forward-looking statements, as there may be
other factors that cause results not to be as anticipated,
estimated or intended. Readers should not place undue reliance on
the forward-looking statements and information contained in this
news release. The Company assumes no obligation to update the
forward-looking statements of beliefs, opinions, projections, or
other factors, should they change, except as required by
law.
The Form 1-A has not been qualified by the SEC. For the
purposes of Regulation A of the 1933 Act, (a) no money or other
consideration is being solicited and if sent in response, will not
be accepted; (b) no offer to buy the securities can be accepted and
no part of the purchase price can be received until the Offering
Statement is qualified, and any such offer may be withdrawn or
revoked, without obligation or commitment of any kind, at any time
before notice of its acceptance given after the qualification date;
and (c) any person's indication of interest involves no obligation
or commitment of any kind.
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SOURCE Contact Gold Corp.