Barkerville Announces Non-Brokered Private Placement To Raise Up To $10,000,000, Concurrent Shares For Debt Settlement and Extension of $15 Million Gold Loan Facility Working Ca...


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PK:BGMZF / TSX.V:BGM
02/28/2014 [ACCESSWIRE]

Vancouver, BC - Barkerville Gold Mines Ltd. ("Barkerville" or the "Company") is pleased to announce a proposed non-brokered private placement (the "Offering") of up to 20,000,000 common shares of the Company (each a "Share"), at a subscription price of $0.50 per Share, for gross proceeds of up to $10,000,000.

Finder's fees may be payable in connection with the completion of the Offering in accordance with TSX Venture Exchange ("TSXV") policies. The net proceeds of the Offering are expected to be utilized by the Company for general corporate and working capital purposes.

Concurrent with the Offering, the Company also intends to settle a total of up to $1,500,000 of indebtedness with certain creditors (the "Shares for Debt Settlement") by issuing up to 3,000,000 Shares at a deemed price of $0.50 per Share.

In light of the Company's current working capital position, and in order to preserve capital to fund the development of the Company's various projects, the Company has agreed to the conversion of the indebtedness into Shares subject to the prior approval of the TSXV.

All securities issued in connection with closing of each of the Offering and Shares for Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance of the Shares in accordance with applicable securities legislation.

Closing of each of the Offering and the Shares for Debt Settlement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including that of the TSXV.

The Company and its subsidiaries have also agreed with 2176423 Ontario Limited (the "Lender") to extend the effective date of the $1,500,000 minimum working capital requirement from February 1, 2014 to August 1, 2014 (the "Working Capital Covenant Extension") under the $15 million gold loan facility (the "Facility") governed by the credit agreement dated October 8, 2013. In connection with the Working Capital Covenant Extension, the Company has agreed to increase the notional amount of gold delivered to the Lender as repayment of the Facility by 45 ounces of gold over the life of the Facility, to increase the maximum reference price of gold from $1,600 to $1,650 per ounce for the purpose of calculating the repayment amounts as well as the mandatory prepayment amounts under the Facility and to increase the reference price of gold from $1,600 to $1,650 per ounce for the purpose of calculating the voluntary prepayment amounts under the Facility.

"J. Frank Callaghan"

J. Frank Callaghan

President and CEO

About Barkerville Gold Mines Ltd.

The Company has focused on exploration and development of gold projects in the Cariboo Mining District in central B.C from the mid-1990s to present. The Company's mineral tenures cover 1,164 km2 along a strike length of 60 km and approximate width of 20 km, including the Cariboo Gold Project, the Bonanza Ledge Gold Project, the Barkerville Mountain and Island Mountain exploration targets and seven past producing hard rock mines. The QR Property was acquired in February 2010 and includes a 900 tonne/day gold milling facility and a permitted gold mine located approximately 110 km by highway and all-weather road from the Barkerville Gold Camp. In November 2010, the Company acquired a second permitted mill currently on care and maintenance in Revelstoke, B.C. The Company has completed significant drilling and exploration programs and, together with the historical data, is compiling all information to determine the geologic models and updated technical reports to continue with exploration and development of the Cariboo Gold projects. This news release has been prepared on behalf of the Board of Directors of the Company which takes full responsibility for its contents.

Cautionary Statement on Forward-Looking Information

Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions, including the listing and trading of the Company's common shares on the TSXV. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward- looking information include, among others, the Company's ability to engage and retain qualified key personnel, employees and affiliates, to obtain capital and credit and to protect its property rights.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking 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 NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS 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 THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

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