/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
KELOWNA, BC, Oct. 19, 2018 /CNW/ - Damara Gold Corp. (TSXV:
DMR - "Damara" or the "Company") announces that it
has entered into an amending agreement (the "Amending
Agreement") amending the terms of the business combination
agreement dated September 5, 2018
(the "Business Combination Agreement") between
Damara, 2651996 Ontario Inc. and New Found Gold Corp. ("New
Found Gold").
Among other things, the Amending Agreement extends the outside
date for the completion of certain matters contemplated in the
Business Combination Agreement from December
31, 2018 to February 29,
2019. The Company currently anticipates that the completion
of the transactions contemplated by the Business Combination
Agreement, as amended by the Amending Agreement, will occur in
early February 2019.
Summary of the Proposed Transaction
Pursuant to the Business Combination Agreement, Damara will
acquire (the "Proposed Transaction") all of the outstanding
shares of New Found Gold (the "NFG Shares") in exchange for
common shares in the capital of Damara (the "Damara Shares")
by way of three-cornered amalgamation.
Prior to the completion of the Proposed Transaction, Damara will
consolidate its share capital on a 6 (old) to 1 (new) basis and
change its name to "New Found Gold Corp." or such other name as may
be agreed by the parties. Pursuant to the Proposed
Transaction, the New Found Gold shareholders (the "NFG
Shareholders") will receive one (1) post-consolidation Damara
Share for each NFG Share held. Prior to closing of the
Proposed Transaction, New Found Gold intends to complete a private
placement financing for minimum gross proceeds of $7,500,000 (the "Minimum Offering") and
maximum gross proceeds of $13,500,000.
The completion of the Proposed Transaction is subject to the
satisfaction of various conditions that are standard for a
transaction of this nature, including but not limited to (i) the
completion of the Minimum Offering; (ii) the approval by the
shareholders of Damara and the NFG Shareholders to complete the
Proposed Transaction, (iii) receipt of all requisite regulatory,
stock exchange, court or governmental authorizations and consents,
including the TSX Venture Exchange (the "Exchange"); and
(iv) the completion of satisfactory due diligence by each of the
parties. There can be no assurance that the Proposed Transaction
will be completed on the terms proposed above or at all.
Trading Halt
At the Company's request, trading in the Damara's Shares was
halted by the Exchange effective September
6, 2018. Trading is expected to remain halted until, at the
earliest, the completion of the Proposed Transaction.
About Damara Gold Corp.
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.
About New Found Gold Corp.
New Found Gold Corp. is actively exploring district size gold
exploration projects in Newfoundland and Ontario. From inception, the company's
mandate has been to stake and acquire prospective projects with a
focus on large scale, district size projects. With a
significant footprint in Newfoundland and Ontario, New Found Gold is able to explore in
mining friendly jurisdictions, with an emphasis on gold. New
Found Gold looks for projects with historic work, drill date and/or
a defined resource, as well as projects with low acquisition and
holding costs.
ON BEHALF OF THE BOARD OF DIRECTORS:
"Larry Nagy"
Larry
Nagy, Chief Executive Officer
Disclaimer for Forward-Looking
Information
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
Damara's current expectations. When used in this press 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
press release include information relating to the business plans of
Damara, New Found Gold, and the Resulting Issuer, the New Found
Gold private placement and the Proposed Transaction (including
Exchange approval and the anticipated closing date of the Proposed
Transaction). Such statements and information reflect the current
view of Damara. Risks and uncertainties that may cause actual
results to differ materially from those contemplated in those
forward-looking statements and information.
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.
Such factors include, among others, the following risks:
- there is no assurance that the New Found Gold private placement
will be completed or as to the actual offering price or gross
proceeds to be raised in connection with such private placement.
In particular, the amount raised may be significantly less
than the amounts anticipated as a result of, among other things,
market conditions and investor behaviour;
- there is no assurance that Damara and New Found Gold will
obtain all requisite approvals for the Proposed Transaction,
including the approval of the shareholders of Damara and NFG
Shareholders, or the approval of the Exchange for the Proposed
Transaction (which may be conditional upon amendments to the terms
of the Proposed Transaction);
- following completion of the Proposed Transaction, the Resulting
Issuer may require additional financing from time to time in order
to continue its operations. Financing may not be available when
needed or on terms and conditions acceptable to the Resulting
Issuer;
- new laws or regulations could adversely affect the Resulting
Issuer's business and results of operations; and
- the stock markets have experienced volatility that often has
been unrelated to the performance of companies. These fluctuations
may adversely affect the price of the Resulting Issuer's
securities, regardless of its operating performance.
There are a number of important factors that could cause
Damara's actual results to differ materially from those indicated
or implied by forward-looking statements and information. Such
factors include, among others: limited business history of Damara
and New Found Gold; disruptions or changes in the credit or
security markets; results of operation activities and development
of projects; project cost overruns or unanticipated costs and
expenses, fluctuations in commodity prices, and general market and
industry conditions.
Damara cautions that the foregoing list of material factors is
not exhaustive. When relying on Damara's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Damara has assumed that
the material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list
of these factors is not exhaustive and is subject to change and
there can be no assurance that such assumptions will reflect the
actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS
RELEASE REPRESENTS THE EXPECTATIONS OF DAMARA AS OF THE DATE OF
THIS PRESS 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 DAMARA MAY ELECT TO, IT
DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale
in the United States. The securities have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an exemption from
registration. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance.
There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
information circular to be prepared in connection with the Proposed
Transaction, any information released or received with respect to
the Proposed Transaction may not be accurate or complete and should
not be relied upon. Trading in the securities of Damara
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 press 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 press release.
SOURCE Damara Gold Corp.