VANCOUVER, Dec. 23, 2019 /CNW/ - Orca Gold Inc.
(TSX.V:ORG) ("Orca" or the "Company") announces that the Company
has entered into share compensation agreements with certain
directors and employees. Pursuant to the share compensation
agreements, such directors and employees will receive all or a
portion of their director fees or wages for the period from
September 1, 2019 to December 31, 2020 in common shares of the
Company, with the remaining amount, if any, to be satisfied in
cash.
The common shares will be issued quarterly and will be subject
to a four month and one day hold period commencing upon the date of
issuance. Under the share compensation agreements, the deemed price
per common share to be issued will be no less than the closing
price of the Company's common shares on the third trading day prior
to the end of each quarter minus the discount permitted under
applicable TSX Venture Exchange policies, provided that in any
event, such price will be no lower than $.305 per share, the closing price as of today's
date.
Richard P. Clark, Kevin Ross, Alexander
Davidson, Robert Chase,
David Field and Derek White are currently directors or officers
of the Company. Each issuance of common shares to such
directors and officers constitutes a "related party transaction"
within the meaning of Multilateral Instrument 61-101 - Protection
of Minority Security Holders in Special Transactions ("MI 61-101").
The Company is relying on the exemptions from the formal valuation
and minority approval requirements contained in Sections 5.5(a) and
5.7(1)(a) of MI 61-101, on the basis that the fair market value of
the transaction does not exceed 25% of the Company's market
capitalization.
Commenting on this equity remuneration initiative, Richard P. Clark, CEO, stated "In recognition of
the difficult equity market for development companies the Board and
Management of Orca have agreed to take all or a portion of their
salaries and fees, to the end of 2020, in shares. This decision
preserves the Company's treasury towards a better market
environment in the future, which we are confident will be catalyzed
with the ongoing positive political and economic developments in
Sudan".
On behalf of the Board of Directors,
"Richard P. Clark"
Richard P. Clark | CEO &
Director | Orca Gold Inc. | 604.689.7842
ABOUT ORCA GOLD INC.
Orca Gold Inc. (TSXV: ORG) is a Canadian resource company
focused on exploration and development opportunities in
Africa. Led by a board of
directors made up of industry experts and a management team with a
track record of discovering and building significant mines
globally, Orca is developing one of the leading gold projects in
Africa. The Company is currently
focused on its 70% owned Block 14 Gold Project in the Republic of
the Sudan on which a Feasibility
Study was completed in November
2018.
Cautionary Statement Regarding Forward-Looking
Information
Certain information contained in this press release
constitutes "forward-looking information", within the meaning of
Canadian legislation. Generally, these forward-looking statements
can be identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur", "be
achieved" or "has the potential to." Forward-looking statements
contained in this press release may include statements regarding
the timing and pricing of the common share issuances, expectations
regarding the market environment, political and economic
developments in Sudan and
expectations regarding any investment in or financing of the Block
14 Project, which involve known and unknown risks and uncertainties
which may not prove to be accurate. Actual results and outcomes may
differ materially from what is expressed or forecasted in these
forward-looking statements. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Among those factors which could cause actual results
to differ materially are the following: regulatory approvals, the
ability of the parties to satisfy conditions precedent to the
financing, market conditions and other risk factors listed from
time to time in our reports filed with Canadian securities
regulators on SEDAR at www.sedar.com. The forward-looking
statements included in this press release are made as of the date
of this press release and the Company disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as expressly required by applicable securities
legislation.
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.
SOURCE Orca Gold Inc.