DAMARA GOLD CORP. (TSX-V:DMR) (“Damara” or the “Company”), announces that, subject to TSX Venture Exchange ("Exchange") approval, it is undertaking a non-brokered private placement of up to 10,000,000 units in the capital of the Company (“Units”) at an issue price of $0.05 per unit, for gross proceeds of up to $500,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (each a "Warrant"), with each Warrant entitling the holder thereof to acquire an additional Common Share at an exercise price of $0.15 for 60 months after the date of issuance (the “Closing Date”). The Warrant terms will contain an acceleration provision such that if, commencing on the date that is four months after the Closing Date, the closing price of the Common Shares on the Exchange is higher than $0.25 for 20 consecutive trading days then on the 20th consecutive trading day (the “Acceleration Trigger Date”) the expiry date of the Warrants may be accelerated to the date that is 30 days after the Acceleration Trigger Date (the “Accelerated Expiry Date”) by the issuance of a news release announcing such Accelerated Expiry Date.
All of the Units issued in connection with the Offering and Common Shares issued on exercise of the Warrants will be subject to a restricted resale period that expires four months after the Closing Date.
The Company may pay finder's fees in accordance with the rules and policies of the Exchange. The Offering remains subject to the approval of the Exchange. The proceeds will be used by the Company for its Namibian property interest and general corporate purposes.
Shares for Debt
Furthermore, the Company wishes to advise it has agreed to settle short term loans and advances (the “Debt Settlement”) with arm’s length parties of up to an aggregate of $220,694 by the issuance of up to an aggregate of 4,413,880 Units of the Company at a deemed issue price of $0.05 per Unit (“DS Unit”). Each DS Unit will consist of one common share and one common share purchase warrant (“DS Warrant”). Each DS Warrant will have the same terms as the Warrants described hereinabove.
Additionally, an aggregate of approximately $213,564 of additional debt owed to directors of the Company will be settled by the issuance of approximately 4,271,274 common shares at a deemed issue price of $0.05 per share.
The debt involved in the Debt Settlement was incurred to provide the Company with working capital over the last 12 months.
The securities issued pursuant to the Debt Settlement will be subject to a four-month hold period from the date of issuance. Completion of the Debt Settlement is subject to acceptance by the Exchange.
Damara Gold Corp. is a TSX Venture listed Canadian public company with a Board of Directors seasoned in the mineral exploration industry with extensive and successful international experience with a focus on identifying and acquiring prospective and under-explored gold properties worldwide. Damara is currently focused on identifying and defining Cu-Au-W potential at the DGP project in Namibia.
ON BEHALF OF THE BOARD OF DIRECTORS OF DAMARA
Larry Nagy, Chief Executive Officer
For additional information visit Damara’s website at www.damaragoldcorp.com or contact:
Damara Gold Corp.
Chief Executive Officer or
Chief Financial 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 release.
Statements Regarding Forward-Looking Information
Certain statements contained in this news release may contain forward-looking information within the meaning of Canadian securities laws. Such forward-looking information is identified by words such as “estimates”, “intends”, “expects”, “believes”, “may”, “will” and include, without limitation, statements regarding the company’s plan of business operations (including plans for progressing assets), estimates regarding mineral resources, projections regarding mineralization and projected expenditures. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, risks inherent in the mining industry, financing risks, labour risks, uncertainty of mineral resource estimates, equipment and supply risks, title disputes, regulatory risks and environmental concerns. Most of these factors are outside the control of the company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
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 of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.