TORONTO, July 16, 2019 /CNW/ - HARTE GOLD CORP. ("Harte
Gold" or the "Company") (TSX: HRT/FSE: H4O/OTC: HRTFF) is
pleased to announce that it has entered into an agreement with
Echelon Wealth Partners Inc. ("Echelon"), pursuant to which
Echelon has agreed to purchase, on a bought deal basis, 20,000,000
flow-through common shares (the "Flow-Through
Shares") of the Company at a price of $0.30 per Flow-Through Share (the "Issue
Price") for gross proceeds of $6.0
million (the "Offering").
The Offering will be conducted by Echelon as sole underwriter
and bookrunner. The Company has granted Echelon an option to
purchase up to an additional 15.0% of the Flow-Through Shares sold
under the Offering at the Issue Price (the "Over-Allotment
Option"). The Over-Allotment Option may be exercised in whole
or in part to purchase Flow-Through Shares as determined by Echelon
upon written notice to the Company at any time up to 30 days
following the closing date of the Offering.
The gross proceeds from the issuance of the Flow-Through Shares
will be used for "Canadian exploration" expenses ("CEE"),
and will qualify as "flow-through mining expenditures" (the
"Qualifying Expenditures"), as those terms are defined in
the Income Tax Act (Canada), which will be renounced with an
effective date no later than December 31,
2019 to the initial purchasers of the Flow-Through Shares
(other than Echelon) in an aggregate amount not less than the gross
proceeds raised from the issue of the Flow-Through Shares, and, if
the Qualifying Expenditures are reduced by the Canada Revenue
Agency, the Company will indemnify each initial purchaser (other
than Echelon) for any additional taxes payable by such subscriber
as a result of the Company's failure to renounce the Qualifying
Expenditures as agreed.
Harte has agreed to grant Echelon a cash commission equal to
5.0% of the gross proceeds of the Offering (including the
Over-Allotment Option), which shall be payable on the closing date
of the Offering and/or of the Over-Allotment Option, as
applicable. Echelon shall also be granted broker warrants
("Broker Warrants") equal to 5.0% of the number of
Flow-Through Shares sold in the Offering (including the
Over-Allotment Option). Each Broker Warrant will be exercisable
into one common share at a price equal to $0.30 per common share for a period of 18 months
from the closing date of the Offering.
The Offering will be completed by way of a short form prospectus
to be filed in each of the provinces of Canada, with the exception of the province of
Quebec, by way of a private
placement in the United States,
and in those jurisdictions outside of Canada and the
United States which are agreed to by the Company and the
Underwriters, where the Flow-Through Shares can be issued on a
private placement basis, exempt from any prospectus, registration
or other similar requirements.
The Offering is expected to close on or about August 8, 2019, or such other date as the Company
and Echelon may agree, and is subject to customary closing
conditions, including the approval of the securities regulatory
authorities and the TSX.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of securities in the United States. The securities have not
been and will not be registered under the U.S. Securities Act or
any state securities laws and may not be offered or sold
within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Harte Gold Corp.
Harte Gold is Ontario's newest gold producer through its
wholly owned Sugar Zone Mine in White River Ontario. Using a
3 g/t gold cut-off, the NI 43-101 compliant Mineral Resource
Estimate dated February 19, 2019
contains an Indicated Mineral Resource of 4,243,000 tonnes grading
8.12 g/t Au with 1,108,000 ounces contained gold and an Inferred
Mineral Resource of 2,954,000 tonnes, grading 5.88 g/t Au with
558,000 ounces contained gold.
A NI 43-101 compliant Feasibility Study was completed on the
Sugar Zone Mine effective February 15,
2019 calculating total Reserves of 3,879,000 tonnes grading
7.1 g/t Au with 890,000 ounces of gold. Exploration continues
on the Sugar Zone Property, which encompasses 79,335 hectares
covering a significant greenstone belt.
The Toronto Stock Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward Looking Information
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"proposed", "budget", "scheduled", "forecasts", "estimates",
"believes" or "intends" or variations of such words and phrases or
stating that certain actions, events or results "may" or "could",
"would", "might" or "will" be taken to occur or be achieved) are
not statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to: the completion of the Offering; the
anticipated benefits to the Company and its shareholders respecting
the Company's objectives, goals and exploration activities
conducted and proposed to be conducted at the Company's properties;
future growth potential of the Company, including whether any
proposed exploration programs at any of the Company's properties
will be successful; exploration results; and future exploration
plans and costs and financing availability.
These forward-looking statements are based on reasonable
assumptions and estimates of management of the Company at the time
such statements were made. Actual future results may differ
materially as forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to materially
differ from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
factors, among other things, include: the expected benefits to the
Company relating to the exploration conducted and proposed to be
conducted at the Company's properties; the receipt of all
applicable regulatory approvals for the Offering; failure to
identify any additional mineral resources or significant
mineralization; the preliminary nature of metallurgical test
results; uncertainties relating to the availability and costs of
financing needed in the future, including to fund any exploration
programs on the Company's properties and the Company's other
properties; business integration risks; fluctuations in general
macroeconomic conditions; fluctuations in securities markets;
fluctuations in spot and forward prices of gold, silver, base
metals or certain other commodities; fluctuations in currency
markets (such as the Canadian dollar to United States dollar exchange rate); change in
national and local government, legislation, taxation, controls,
regulations and political or economic developments; risks and
hazards associated with the business of mineral exploration,
development and mining (including environmental hazards, industrial
accidents, unusual or unexpected formations pressures, cave-ins and
flooding); inability to obtain adequate insurance to cover risks
and hazards; the presence of laws and regulations that may impose
restrictions on mining and mineral exploration; employee relations;
relationships with and claims by local communities and indigenous
populations; availability of increasing costs associated with
mining inputs and labour; the speculative nature of mineral
exploration and development (including the risks of obtaining
necessary licenses, permits and approvals from government
authorities); the unlikelihood that properties that are explored
are ultimately developed into producing mines; geological factors;
actual results of current and future exploration; changes in
project parameters as plans continue to be evaluated; soil sampling
results being preliminary in nature and are not conclusive evidence
of the likelihood of a mineral deposit; title to properties; and
those factors described under the heading "Risks and Uncertainties"
in the Company's most recently filed management's discussion and
analysis. Although the forward-looking statements contained in this
news release are based upon what management of the Company
believes, or believed at the time, to be reasonable assumptions,
the Company cannot assure shareholders that actual results will be
consistent with such forward-looking statements, as there may be
other factors that cause results not to be as anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking statements and information. There can
be no assurance that forward-looking information, or the material
factors or assumptions used to develop such forward-looking
information, will prove to be accurate. The Company does not
undertake any obligations to release publicly any revisions for
updating any voluntary forward-looking statements, except as
required by applicable securities law.
SOURCE Harte Gold Corp.