|July 11, 2016|
Candente Gold Announces Non-Brokered Financing
|Vancouver, British Columbia, July 11th, 2016. Candente Gold Corp. (TSXV:CDG) ("Candente Gold" and/or the "Company") is pleased to announce, subject to regulatory approval, that it intends to carry out a non-brokered private placement (the "Private Placement") to raise gross proceeds of approximately Cdn$500,000. Approximately $250,000 of the gross proceeds of the Private Placement are to be used to further define drill targets on the El Oro gold-silver project and approximately $250,000 will be used for working capital and general corporate purposes.|
The Private Placement will consist of the sale of approximately 10,000,000 units (the "Units") at a price of $0.05 to raise gross proceeds of approximately $500,000. Each Unit will consist of one common share of the Company (a "Unit Share") and one half share purchase warrant (a "Warrant"). Each full warrant will be exercisable for one additional share of the Company's common stock (a "Warrant Share") for two years at a conversion price of $0.10, subject to an acceleration provision. If at any time after November 30th, 2016, the Company's common shares have a closing price on the TSX Venture Exchange at or above a price of Cdn$0.20 per share for a period of 10 consecutive trading days, the Company may give notice by news release that expiration of the Warrants will be accelerated to 40 days from the date of providing such notice. Both Unit and Warrant Shares will be subject to a mandatory four month hold period commencing the day of closing of the Private Placement.
If aggregate subscriptions for Units under Private Placement exceed the maximum number of Units to be sold, Candente Gold may increase the size of the Private Placement or subscriptions will otherwise be accepted on a "first-come, first-served" basis. The Company may pay finder's fees in connection with a portion of the Private Placement.
Joanne Freeze, CEO and a director of the Company, and other directors of the Company are to subscribe for a portion of the Private Placement, which in total will be for less than 25% of Candente Gold's market capitalization. The Company is therefore intending to rely upon exemptions from the valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
The Private Placement is being offered to both accredited investors and existing shareholders of Candente Gold who, as of the close of business on July 7th, 2016, held common shares of the Company (and who continue to hold common shares of the Company at the time of closing) pursuant to the prospectus exemption set out in British Columbia Instrument 45-534 and in similar instruments in other provinces of Canada.
Unless the Candente Gold shareholder is a person that has obtained advice regarding the suitability of the investment and, if such shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in such jurisdiction, the aggregate subscription cost to such shareholder for the Units subscribed under the Private Placement cannot exceed $15,000 (300,000 Units).
About Candente Gold
Candente Gold's flagship asset is El Oro, a district scale gold project encompassing a well known prolific high grade gold dominant silver epithermal vein system in Mexico. The project covers 20 veins with past production and more than 57 veins in total, from which approximately 6.4 million ounces of gold and 74 million ounces of silver were reported to have been produced from just two of these veins (Ref. Mexico Geological Service Bulletin No. 37, Mining of the El Oro and Tlapujahua Districts. 1920, T. Flores)
Candente Gold holds the Mexico Mine Tailings which contain an Inferred Resource* of 1,267,400 Tonnes grading 2.94 Au g/t, 75.12 Ag g/t containing 119,900 ounces of gold and 3,061,200 ounces of silver.
*Note: Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. All figures have been rounded to reflect the accuracy of the estimate. For more information see "National Instrument 43-101 Technical Report on the Inferred Mineral Resource Estimate of the Mexico Mine Tailings" prepared by Nadia Caira, P.Geo. and Allan Reeves, P.Geo., dated August 25, 2014 with an effective date of July 8, 2014 (the "Technical Report") available at www.sedar.com.
Joanne C. Freeze, P.Geo., Director and CEO is a Qualified Person as defined by National Instrument 43-101 for the project discussed above. Ms. Freeze has reviewed and approved the contents of this release.
Neither 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.
This news release may contain forward-looking information (as such term is defined under Canadian securities laws) including but not limited to the mineral resource estimate for the Mexico Mine Tailings, the potential for discovery in the El Oro district and other statements that are not historical facts. While such forward-looking information is expressed by Candente Gold in good faith and believed by Candente Gold to have a reasonable basis, they address future events and conditions and are therefore subject to inherent risks and uncertainties including those set out in Candente Gold's MD&A. Factors that cause the actual results to differ materially from those in forward-looking information include, without limitation, gold prices, results of exploration and development activities, regulatory changes, defects in title, availability of materials and equipment, timeliness of government approvals, potential environmental issues, availability of capital and financing and general economic, market or business conditions. Candente Gold expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
On behalf of the Board of Candente Gold Corp.
"Joanne Freeze" P.Geo.
President & CEO
For further information please contact:
Manager, Investor Relations
mobile: +1 (604) 306-8477
local: + 1 (604) 689-1957 ext 3
toll free: 1 (877) 689-1964 ext 3