Regency Gold Corp. Receives Conditional Approval for the Acquisition of Vanadium North, Announces Private Placement and Provides Corporate Update

VANCOUVER, May 3, 2019 - Regency Gold Corp. ("Regency" or the "Company") (NEX:RAU.H) provides an update with respect to its news release dated February 13, 2019 regarding the acquisition (the "Acquisition") of Vanadium North Resources Inc. ("Vanadium North").


Conditional Approva

The Company is pleased to announce that it has received conditional approval from the TSX Venture Exchange ("TSXV") for the previously announced acquisition of Vanadium North.

Michael Konnert stated "We are very excited to announce conditional approval of the acquisition of Vanadium North. Galen McNamara, CEO of Vanadium North, has assembled an excellent land package in the Northwest Territories and we believe the project has significant exploration upside. Additionally, Regency has a LOI with CellCube Energy Storage Systems Inc. whereby it may acquire the Bisoni-McKay and Bisoni-Rio vanadium projects in Nevada. It is our goal for Regency to become a leader in the North American vanadium space."


Exercise of Warrants

The Company also announces the exercise of 11,111,112 warrants at an exercise price of C$0.12 each, for aggregate consideration of C$1,333,333. A total of 11,111,112 common shares were issued in connection with the warrant exercise.


Private Placement

The Company also reports that the previously announced private placement financing is underway. Regency will raise up to C$2-million through the issuance of up to eight million common shares of the Company at a price of C$0.25 cents per share. In the event the private placement is oversubscribed, the Company will make provision for an overallotment option to allow the Company to increase the size of the private placement by up to 20 per cent and issue an additional two million common shares for additional gross proceeds of C$500,000. The pricing of the financing was determined in the context of the market. The common shares to be issued pursuant to the financing will be subject to a four-month hold period.

The net proceeds from the financing are expected to be used to finance exploration activities at the Company's property and for working capital purposes.


Board and Management

Bill Radvak has resigned from his role as President, CEO and Director of the Company effective April 29, 2019.  Regency thanks Bill for his years of service and wishes him well on his future endeavours.

The Company is pleased to announce that on completion of the Acquisition, Simon Dyakowski will be joining the Board of Directors. Mr. Dyakowski has over ten years of corporate finance, corporate development and capital markets advisory experience. He holds an MBA in Finance from the University of British Columbia, is a CFA charter holder and holds a Bachelor of Management and Organizational Studies from the University of Western Ontario. As an independent capital markets consultant, he advises venture stage and growth-oriented public market issuers on deal structuring, capital markets, and corporate development strategies. His professional experience is in equity research and equity sales coverage with previous positions held at ACM Advisors Ltd. and Leede Financial Markets Inc. Mr. Dyakowski is the President and CEO of GSP Resource Corp. and the CFO of GK Resources Ltd., which are Exchange listed resource issuers.


Loan to Vanadium North

On or about March 26, 2019, the Company extended a loan to Vanadium North in the amount of C$150,000 (the "Loan") to be used to fund exploration and for general working capital.  The Company and Vanadium North are entering into amended terms of the Loan, which among other things, will secure the Loan against the assets of Vanadium North, in compliance with Policy 5.2 of the TSX Venture Exchange (the "Exchange").  Further, the full amount of the Loan is repayable in cash, on an interest free basis, on demand.


About Regency Gold Corp.

Regency Gold Corp. is a mineral exploration company based in Canada. It is engaged in the identification, acquisition, exploration and, development of exploration and evaluation assets. Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Regency Gold Corp. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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 release.


ON BEHALF OF THE BOARD OF DIRECTORS

"Kelsey Chin"
Kelsey Chin, Chief Financial Officer



Forward-Looking Information

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words, or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release include but are not limited to any statements concerning the expected results of the Acquisition; completion of the transactions contemplated by the DA and the anticipated timing thereof; completion of the Financing and the anticipated timing thereof and the expected use of proceeds from the Financing.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

SOURCE Regency Gold Corp.



Contact

please contact +1 604-719-5614