RUA GOLD Announces C$8 Million Brokered Offering of Common Shares

RUA GOLD Announces C$8 Million Brokered Offering of Common Shares

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States .

Rua Gold Inc. (CSE: RUA) (OTCQB: NZAUF) (WKN: A4010V) (" Rua Gold " or the " Company ") is pleased to announce that it has entered into an agreement with Cormark Securities Inc., as lead agent and on behalf of a syndicate of agents to be formed (collectively, the " Agents "), pursuant to which the Agents have agreed to act as agents on a "best efforts" basis, in connection with the public offering of 44,445,000 common shares in the capital of the Company (each, a " Common Share ") at a price of C$0.18 per Common Share (the " Offering Price ") for aggregate gross proceeds of C$8,000,100 (the " Offering "). The Offering is expected to close on or about July 25, 2024 (the " Closing Date "), or such other date as agreed upon between the Company and the Agents, and is subject to certain conditions including, but not limited to the receipt of all necessary regulatory approvals.

The Company has granted to the Agents an option (the " Over-Allotment Option ") exercisable, in whole or in part, within 30 days after the Closing Date to sell, at the Offering Price, up to 6,666,750 additional Common Shares (being that number of additional Common Shares equal to 15% of the number of Common Shares issuable pursuant to the Offering) for market stabilization purposes and to cover over-allotments, if any.

The Company intends to use the net proceeds from the Offering for continuing the exploration program on its Reefton Project, and for general working capital and general corporate purposes.

The Common Shares will be issued pursuant to a prospectus supplement (the " Supplement ") to the Company's base shelf prospectus dated July 11, 2024 (the " Shelf Prospectus ") that will be filed in each of the provinces and territories of Canada , except Quebec . The Common Shares may also be sold in the United States on a private placement basis pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") and applicable U.S. state securities laws, and other jurisdictions outside of Canada and the United States pursuant to available prospectus or registration exemptions in accordance with applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

Copies of the Supplement, following filing thereof, and the Shelf Prospectus may be obtained on SEDAR+ at www.sedarplus.ca . The Shelf Prospectus contains, and the Supplement will contain, important detailed information about the Company and the proposed Offering including the proposed use of proceeds therefrom. Prospective investors should read the Supplement, accompanying Shelf Prospectus and the documents incorporated by reference therein before making an investment decision.

The securities referred to in this news release have not been, nor will they be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States , nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

About Rua Gold

Rua Gold (CSE: RUA, OTCQB: NZAUF, WKN: A4010V) is a new entrant to the gold mining space, specializing in gold exploration and discovery in New Zealand . Upon closing of the transaction with Siren Gold Limited announced in July 2024 , the Company will have permits enveloping 90% of the Reefton Goldfield in New Zealand's South Island. This district has a rich history dating back to the gold rush in the late 1800s. The Company also has a highly prospective tenement package in the North Island, located within 3kms of OceanaGold's biggest pipeline project, Wharekirauponga. Rua Gold combines traditional prospecting practices with modern technologies to uncover and capitalize on valuable gold deposits.

The Company is committed to responsible and sustainable exploration, which is evident in its professional planning and execution. The Company aims to minimize its environmental impact and to execute on its projects with key stakeholders in mind. Rua Gold has a highly skilled team of New Zealand professionals who possess extensive knowledge and experience in geology, geochemistry, and geophysical exploration technology.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca .

Website: www.RUAGOLD.com

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: the Company's strategies, expectations, planned operations or future actions; filing of the Supplement; the size of the Offering; the intended use of the net proceeds of the Offering; the timing of the Closing Date and completion of the Offering; the exercise of the Over-Allotment Option; the receipt of all necessary regulatory approvals; and the proposed acquisition of Reefton Resources Pty Limited. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: capital markets related risks, risks relating to the receipt of necessary regulatory approvals, risks relating to the terms and conditions of the proposed acquisition of Reefton Resources Pty Limited, general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia - Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's Shelf Prospectus filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

SOURCE Rua Gold Inc.

Cision View original content: http://www.newswire.ca/en/releases/archive/July2024/17/c9433.html

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RUA GOLD Closes C$8 Million Brokered Offering and Announces Commencement of Trading on the TSX Venture Exchange

RUA GOLD Closes C$8 Million Brokered Offering and Announces Commencement of Trading on the TSX Venture Exchange

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States .

Highlights

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Canadian Investment Regulatory Organization Trade Resumption - RUA

Canadian Investment Regulatory Organization Trade Resumption - RUA

Trading resumes in:

Company: Rua Gold Inc.

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Clarification: Historical Mineral Resource Estimate at Reefton

Clarification: Historical Mineral Resource Estimate at Reefton

Rua Gold Inc. (CSE: RUA) (OTC: NZAUF) (WKN: A4010V) (" Rua Gold " or the " Company ") provides a clarification in relation to its news release of July 15, 2024 (" Rua Gold to acquire Siren Gold's Reefton assets and become the dominant Reefton Goldfield explorer ").

Previously, the Company disclosed that "the tenements owned by [Reefton Resources Pty Limited] hosts a total JORC-compliant inferred mineral resource estimate (at a 1.5 g/t Au cut-off grade) containing 444koz Au @ 3.81g/t Au and 8.7kt Sb @ 1.5% Sb". The Company wishes to clarify that the tenements presently owned by Reefton Resources Pty Limited ("Reefton Resources") do not contain a current mineral resource estimate. The Company intended to disclose the aforementioned "inferred mineral resource estimate" as a "historical estimate" within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). As a result, the Company also wishes to provide additional information and cautionary language required by NI 43-101.

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RUA GOLD permit and access extended for five years at the high grade Reefton Project and the Company targets Murray Creek in the near-mine drilling program

RUA GOLD permit and access extended for five years at the high grade Reefton Project and the Company targets Murray Creek in the near-mine drilling program

Rua Gold Inc. (CSE: RUA) (OTCQB: NZAUF) (WKN: A3DB6A) ("Rua Gold" or the "Company") is pleased to provide an exploration update for the Reefton Project on the South Island of New Zealand .

Permit and Land Access Agreements for drilling have been extended for a further 5 years

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RUA GOLD announces commencement of trading on OTCQB Market in the United States.

RUA GOLD announces commencement of trading on OTCQB Market in the United States.

Rua Gold Inc. (CSE: RUA) (OTC: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company") is pleased to announce that its common shares have commenced trading on the OTCQB Venture Market (the "OTCQB") under the symbol "NZAUF." The Company's common shares will continue to trade on the Canadian Securities Exchange (the "CSE") under the symbol "RUA" and the Frankfurt Stock Exchange under the symbol "A4010V".

RUAGOLD Logo (CNW Group/Rua Gold Inc.)

The Company expects that the posting of its common shares on the OTCQB, a well-known U.S. securities trading platform, will provide greater visibility and convenience of trading for U.S. investors, resulting in enhanced liquidity and greater reach. The Company's common shares are also eligible for book-entry and depository services of the Depository Trust Company ("DTC"), to facilitate electronic clearing and settlement of transfers of its common shares in the United States . This electronic method of clearing securities accelerates the settlement process for investors and brokers, enabling the common shares to be traded over a more comprehensive selection of brokerage firms by being DTC eligible. DTC eligibility will help enhance the Company's potential investor base and offer a more convenient trading experience for current and future shareholders.

U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on www.otcmarkets.com

"With the commencement of trading on the OTCQB, U.S. investors will have the same ease of access as Canadian and European investors through our CSE and Frankfurt listings," said Robert Eckford , CEO of Rua Gold . "We are focused on executing on our exploration program and look forward to sharing our story with a broader investor group."

More information can be found at the Company's website: www.ruagold.com .

About Rua Gold

Rua Gold (CSE: RUA, OTC: NZAUF, WKN: A4010V) is a new entrant to the mining industry, specializing in gold exploration and discovery in New Zealand . With permits that have a rich history dating back to the gold rush in the late 1800's, Rua Gold combines traditional prospecting practices with modern technologies to uncover and capitalize on valuable gold deposits.

The Company is committed to responsible and sustainable exploration, which is evident in its professional planning and execution. The Company aims to minimize its environmental impact and to execute on its projects with key stakeholders in mind. Rua Gold has a highly skilled team of New Zealand professionals who possess extensive knowledge and experience in geology, geochemistry, and geophysical exploration technology.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca .

Website: www.RUAGOLD.com

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding the Company's strategies, expectations, planned operations or future actions, and the results of posting of its shares on the OTCQB. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia - Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's annual information form dated April 19, 2024 , filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

SOURCE Rua Gold Inc.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2024/07/c2243.html

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Element79 Announces Closing of First Tranche of Non-Brokered Private Placement

Element79 Announces Closing of First Tranche of Non-Brokered Private Placement

(TheNewswire)

Element79 Gold Corp.

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Riverside Resources Announces the Launch of Blue Jay Resources and Its Ontario Gold Project Portfolio

Riverside Resources Announces the Launch of Blue Jay Resources and Its Ontario Gold Project Portfolio

Intention to Spinout Blue Jay in 2025

Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside" or the "Company"), is pleased to announce the completed transfer of its three key Ontario gold properties: Pichette, Oakes, and Duc to its wholly-owned subsidiary, Blue Jay Resources Inc ("Blue Jay"). This move lays the groundwork for Riverside's strategic plan to advance its Ontario portfolio by establishing Blue Jay as a standalone exploration company. Blue Jay can fully focus on the exploration, discovery, and value-creation potential that these assets deserve. This structure provides Riverside shareholders with exposure to potential gains, while also paving the way for capital investment aimed at unlocking value in these properties.

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Grande Portage Announces First Closing of Non-Brokered Private Placement -- Pursuant to the Listed Issuer Financing Exemption

Grande Portage Announces First Closing of Non-Brokered Private Placement -- Pursuant to the Listed Issuer Financing Exemption

Not for distribution to United States newswire services or for dissemination in the United States.

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") is pleased to announce that it has completed a first closing of its non-brokered private placement previously announced on October 30, 2024 for the sale of 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Offering is being carried out pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption (the "LIFE Exemption") to purchasers resident in Canada, and in jurisdictions outside of Canada in compliance with the applicable securities laws of those jurisdictions. The Company has an offering document (the "Offering Document") related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com. Except for one US accredited investor, all other investors participating in the first closing subscribed for Units under the LIFE Exemption, and the Units issued pursuant to the LIFE Exemption are not subject to any statutory hold period in Canada. However, the Units issued to the US accredited investor are subject to Rule 144 resale restrictions under applicable US securities laws and will bear a legend to that effect

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Two New Reduced Intrusive  Targets, Totalling Four, Identified at Tombstone Belt, Yukon - Gold Orogen, New Spin Co of Lode Gold

Two New Reduced Intrusive Targets, Totalling Four, Identified at Tombstone Belt, Yukon - Gold Orogen, New Spin Co of Lode Gold

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to announce the results of our ongoing interpretation of data collected during the summer 2024 QMAGT survey.

Importantly, two additional RIRGS targets "Stingray" and "Camp" have been defined on the Golden Culvert property as a direct result of incorporating the new geophysical data with existing geochemical datasets. These new targets complement the RIRGS targets already identified (a total of four highly prospective RIRGS targets, namely "Border", "Steelhead", "Stingray" and "Camp") by Gold Orogen, subsidiary of Lode Gold, on its nearby WIN property.

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Element79 Gold Pushes Forward with Community and Regulatory Support for Lucero Project in Arequipa, Peru

Element79 Gold Pushes Forward with Community and Regulatory Support for Lucero Project in Arequipa, Peru

(TheNewswire)

Element79 Gold Corp.

Enhancing regional cooperation and advancing exploration milestones for long-term sustainability in Peruvian mining.

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Lode Gold Presents Strategic Initiatives and Exploration Plans at 121 Mining Investment Event in London, UK

Lode Gold Presents Strategic Initiatives and Exploration Plans at 121 Mining Investment Event in London, UK

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to announce its participation and exhibition at the upcoming 121 Mining Investment event in London, UK on November 14 and 15, 2024. This conference serves as a platform for mining company executives to connect with portfolio managers and analysts from institutional funds, private equity groups, and family offices.

As part of its marketing and outreach efforts for Fall 2024, the Company will be having stakeholder meetings in London, Stuttgart, Frankfurt, Paris and Zurich.

Potential investors should take note of the upcoming catalysts:

  • New Brunswick: Planned Q1 2025 Drilling upon systematic exploration: geophysics, soil sampling, mapping, geochemistry. Completed 1600 soil samples, analysis in progress. Excalibur Mag work in progress.
  • Yukon: Plan to follow-up drilling on newly identified RIRGS targets on Tombstone Belt upon field work and detailed mapping.
  • California:
    • Q4 2024 Revised NI 43-101 MRE (updating 2023 MRE 1 Moz (M&I) + 2 Moz (Inf) and investigating high grade underground potential)
    • Brownfield project: Previously mined at 8 gpt, over 43,000 m drilled, step out holes hit structure (up to 1200 m). Only 11% of veins (2 out of 7 deposits) exploited. PEA 2023: NPV: USD $371M(5%) at $2000 /oz Au.
    • Technical assessments: 23 km underground workings, possibility for a zero- emission mine.
    • 4500 m Drill Plan to confirm high-grade underground potential at orogenic deposit with good continuity and structural control (stepout holes hit structure, up to 1200 m). Targeting 2 Moz at 5 g/t Au (with 3 g/t cut off) resource.

Lode Gold and the team invite interested investors and stakeholders to contact us and schedule an in-person meeting to learn about upcoming catalysts, the upcoming shareholder spinoff, and the exploration plans for 2024-2025. For more details, visit our website at www.lode-gold.com.

About Lode Gold

Lode Gold (TSXV: LOD) is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

Its Golden Culvert and WIN Projects in Yukon, covering 99.5 km2 across a 27-km strike length, are situated in a district-scale, high-grade-gold-mineralized trend within the southern portion of the Tombstone Gold Belt. Gold deposits and occurrences within the Belt include Fort Knox, Pogo, Brewery Creek and Dublin Gulch, and Snowline Gold. A NI 43-101 technical report entitled "Technical Report on the WIN-Golden Culvert Property for Lode Gold" with an effective date of May 15, 2024, summarizing the work to date on these properties is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com).

In New Brunswick, Lode Gold has created one of the largest land packages with a 42km strike within 420km2. Its McIntyre Brook Project, New Brunswick, covering 111 km2 and a 17-km strike length in the emerging Appalachian/Iapetus Gold Belt, is surrounded by Puma Exploration's Williams Brook Project (5.55 g/t Au over 50m)1 and is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. The Fancamp's Riley Brook is a 309 km2 package covering a 25 km strike of Wapske formation with its numerous felsic units. Previous exploration efforts have focused on just VMS-style mineralization hosted in the felsic intrusions, and mostly focused on the base metals - the Company is the first to focus on and assay for gold. This transaction will close upon Exchange's acceptance.

The Company is also advancing its Fremont Gold development project in the historic Mother Lode Gold Belt of California where 50,000,000 oz of gold has been produced. Fremont, located 500km north of Equinox Gold's Castle Mountain and Mesquite mines, has a Preliminary Economic Assessment ("PEA") with an after-tax NPV (5%) of USD $217M, a 21% IRR, 11-year LOM, averaging 118,000 Oz per annum at USD $1,750 gold. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV (5%) of USD $370M and a 31% IRR over an 11-year LOM. The project hosts an NI 43-101 resource of 1.16 MOz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 MOz at 2.22 g/t Au within 28.3 MT Inferred. The MRE evaluates only 1.4 km of the 4 km strike length of the Fremont property which features five gold-mineralized zones. Significantly, three step-out holes at depth hit the mineralized structure, typical of orogenic deposits that often occur at depth. Fremont is located on 3,351 acres of 100% owned private land in Mariposa, the original Gold Rush County, and is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Please refer to the Fremont Gold project NI 43-101 PEA technical report dated March 31, 2023, which is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com). The PEA technical report has been reviewed and approved by independent "Qualified Persons" Eugene Puritch, P.Eng., FEC, CET, and Andrew Bradfield, P.Eng. both of P&E, and Travis Manning, P.E. of KCA.

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology - UCT), FAusIMM, and who is a "qualified person" as defined by NI-43-101.

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-416-320-4388

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (647) 725-3888 ext. 702

Cautionary Note Related to this News Release and Figures

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.

Cautionary Statement Regarding Forward-Looking Information

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.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the completion of the transaction and the timing thereof, the expected benefits of the transaction to shareholders of the Company, the structure, terms and conditions of the transaction and the execution of a definitive agreement, the timing of submission to the CSE and TSXV, Gold Orogen raising an additional $1,500,000 and the anticipated use of proceeds. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: that the Company and GRM will be able to negotiate the definitive agreement on the terms and within the time frame expected, that the Company and GRM will be able to make submissions to the CSE and TSXV within the time frame expected, that the Company and GRM will be able to obtain shareholder approval for the transaction, that the Company and GRM will be able to obtain necessary third party and regulatory approvals required for the transaction, if completed, that the transaction will provide the expected benefits to the Company and its shareholders.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of the Company and GRM to negotiate the definitive agreement on the terms and conditions and within the timeframe expected, the failure of the Company and GRM to make submissions to the CSE and TSXV within the timeframe expected, the failure of the Company and GRM to obtain shareholder approval for the transaction, the failure of the Company and GRM to obtain all necessary approvals for the transaction, and r other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

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