New Carolin Shareholders Approve Consolidation - Company Revises Financing Terms
Vancouver, December 18, 2017. New Carolin Gold Corp. ("New Carolin" or the "Company") (TSX.V "LAD" and OTCBB "LADFF"), held its Annual General & Special Meeting ("AGM") on December 15, 2017 and is providing the following information and updates. AGM
A large majority of New Carolin's shareholders approved and passed the resolutions proposed by management at the Meeting, which included a consolidation of the Company's shares on a 10 old for 1 new basis, updating the Company's Articles and the re-election of the Company's five incumbent board members. Management is now undertaking the appropriate administrative and regulatory procedures to effect the consolidation and changes to the Company's Articles immediately.
Revised Financing Terms
The terms of the proposed private placement announced in the Company's press release issued December 16, 2017 have been changed. The unit offering will now consist of up to 5,000,000 units at a price of $0.25 per unit for gross proceeds of up to $1,250,000. Each unit will be comprised of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.35 per share for a period of 24 months from closing. Proceeds from the unit offering will be used for exploration at the Company's Ladner Gold Project in Southwestern British Columbia, trade liabilities and audit costs.
The flow-through share offering now consists of approximately 715,000 flow-through common shares of the Company at a price of $0.35 per flow-through share, for gross proceeds of up to $250,250. Each flow-through share is designated as a flow through share pursuant to the Income Tax Act (Canada). Proceeds from the flow-through share offering will be used to fund qualified Canadian Exploration Expenditures (CEE) on the Ladner Gold Project.
Finders' fees may be payable on portions of the offerings in accordance with TSX Venture Exchange policy. All securities issued in connection with the offerings will be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.
About New Carolin Gold Corp.
New Carolin Gold is a Canadian-based junior company focused on the exploration, evaluation and development of our 100% owned property consisting of 144 square kilometers of contiguous mineral claims and crown grants, collectively known as the "Ladner Gold Project" (Project). The Project is located near Hope, BC in the prospective and under-explored Coquihalla Gold Belt, which is host to several historic small gold producers including the Carolin Mine, Emancipation Mine and Pipestem Mine, and numerous gold prospects.
For additional information, please visit the Company's website at www.newcarolingold.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Robert L. Thast"
President & Chief Executive Officer
Phone: 604.542.9458
Cell: 604.220.5031
E-mail: ceo@newcarolingold.com
Web site: www.newcarolingold.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 the accuracy of this press release.
Caution concerning forward-looking information
This news release may contain forward-looking statements that are based on the Company's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
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