Damara Announces Completion of Fundamental Acquisition and Private Placemen t
{02686851;2} 335 – 1632 Dickson Avenue • Kelowna, BC V1Y 7T2
Phone: (250) 717-3151 • Fax: (250) 717-1845 • www.damaragoldcorp.com
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NEWS RELEASE
Damara Announces Completion of Fundamental Acquisition and Private Placemen t
December 7, 2020 TSX-V: DMR
DAMARA GOLD CORP. (TSX-V:DMR) (“Damara” or the “Company”) is pleased to announce
that is has completed the previously announced (October 19, 2020 and October 23, 2020)
acquisition of an option to acquire a 75% interest in the Princeton Property pursuant to an
assignment and assumption agreement (the “ Assignment”) with Canarc Resources Corp.
(the “ Fundamental Acquisition ”). The TSX Venture Exchange (the “ Exchange”) has
accepted the documentation filed concerning the Fundamental Acquisition and ap proved the
corresponding private placement (the “Financing”) of units of the Company (the “Units”). It
is anticipated that Damara’s common shares (the “Common Shares”) will resume trading on
or about December 10, 2020.
As previously announced, pursuant to the terms of the Assignment the Company has been
granted an option to acquire a 75% interest in the Princeton Property (the “Project”) located
approximately 35km south of Princeton (the “Option”) by:
• spending $300,000 in exploration expenses;
• the issuance of 3,594,941 common shares of the Company to Canarc within 5 days
of Exchange acceptance; and
• subject to the exercise of the Option on or before December 31, 2021, the issuance
of such number of Damara Shares that increases Canarc’s aggregate ownership in the
capital of Damara to 19.9% (minimum 7,223,206).
A technical report (the “Report”) prepared in accordance with the requirements of NI 43-101
and entitled “ Technical Report for the Princeton Property, Simil kameen Mining Division,
Princeton Area, British Columbia, Canada authored by Gerald G. Carlson, Ph.D., P. Eng. has
been accepted by the Exchange and will be filed under the Company’s profile on the SEDAR
website at www.sedar.com.
The Report establishes the Princeton Property as a property of merit and recommends an
exploratory drill program. The Company’s management has identified and is in the process of
engaging a contractor to complete the initial phase of drilling on the Project. All required
permits to execute the exploration program have been secured by the Company.
Additionally, the Company has completed the Financing and issued an aggregate of
10,000,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $500,000.
Each Unit consists of one common share of the Company (a “Common Share”) and one-half
of one Common Share purchase warrant (each whole warrant a “ Warrant”). Each Warrant
entitles the holder to acquire one additional Common Share at a price of $0.10 per share until
December 7, 2022.
{02686851;2} 335 – 1632 Dickson Avenue • Kelowna, BC V1Y 7T2
Phone: (250) 717-3151 • Fax: (250) 717-1845 • www.damaragoldcorp.com
In connection with the Financing, the Company issued to eligible finders an aggregate of
247,000 finders warrants (the “Finders Warrants”). Each Finder Warrant entitles the holder
to acquire one Common Share at a price of $0.10 until December 7, 2022
All securities issued under the Financing will be subject to a hold period of four months and a
day under applicable securities laws, which hold period will expire on April 8, 2021.
The Company anticipates that the net proceeds of the Financing will be utilized to complete
the Fundamental Acquisition and to fund the required $300,000 earn -in expenditures and
related operating costs in relation to the development of the Project.
The Company completed a portion of the Concurrent Financing pursuant to the exemption as
set out in BC Instrument 45 -536 -Exemption from prospectus requirement for Certain
Distributions through an Investment Dealer.
An insider of the Company participated in the Offering for an aggregate amount of
approximately $10,000. Such participation is considered a related party transaction within
the meaning of Multilateral Instrument 61 -101 – Protection of Minority Security Hol ders in
Special Transactions ("MI 61-101"). In completing such transaction, Damara relied on the
applicable exemptions from the valuation requirement and minority security holder approval
requirements available under Sections 5.5(a) and 5.7(a) of MI 61 -101, respectively, on the
basis that the participation in the Financing by the insider did not exceed 25% of the
Company's market capitalization.
About Damara
Damara Gold Corp. is a TSX Venture listed Canadian public company with a Board of Directors
seasoned in the mineral exploration industry with extensive and successful international
experience with a focus on identifying and acquiring prospective and under -explored gold
properties worldwide.
ON BEHALF OF THE BOARD OF DIRECTORS OF DAMARA
“Larry Nagy”
Larry Nagy, Chief Executive Officer
For additional information visit Damara’s website at www.damaragoldcorp.com or contact:
Damara Gold Corp.
Larry Nagy
Chief Executive Officer or
Terese Gieselman
Chief Financial Officer
Ph: (250-717-1840)
NR: 20-05
{02686851;2} 335 – 1632 Dickson Avenue • Kelowna, BC V1Y 7T2
Phone: (250) 717-3151 • Fax: (250) 717-1845 • www.damaragoldcorp.com
Disclaimer for Forward-Looking Information
This news release contains statements that constitute "forward-looking Information", as such term is
used in applicable Canadian securities laws . Such forward -looking information involves known and
unknown risks, uncertainties and other factors that may cause the Company’s actual results,
performance or achievements, or developments in the industry to differ materially from the anticipated
results, performance or achievements expressed or implied by such forward -looking information.
Forward-looking information includes 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.
Although the Company believes the forward -looking information contained in this news release is
reasonable based on information available on the date hereof, by its nature forward-looking information
involves assumptions and known and unkn own risks, uncertainties and other factors which may cause
our actual results, level of activity, performance or achievements, or other future events, to be materially
different from any future results, performance or achievements expressed or implied by s uch forward-
looking information.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks
and uncertainties associated with general economic conditions; the Covid -19 pandemic; adverse
industry events; the receipt of required regulatory approvals and the timing of such approvals; that the
Company maintains good relationships with the communities in which it operates or proposes to operate,
future legislative and regulatory developments in the mining sector; the Company ’s ability to access
sufficient capital from internal and external sources, and/or inability to access sufficient capital on
favorable terms; mining industry and markets in Canada and generally; the ability of the Company to
implement its busine ss strategies; competition; the risk that any of the assumptions prove not to be
valid or reliable, which could result in delays, or cessation in planned work, risks associated with the
interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results
will not be consistent with the Company’s expectations, as well as other assumptions risks and
uncertainties applicable to mineral exploration and development activities and to the Company, including
as set forth in th e Company’s public disclosure documents filed on the SEDAR website at
www.sedar.com.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS
THE EXPECTATIONS OF DAMARA AS OF THE DATE OF THIS PRESS R ELEASE 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 DAMARA MAY ELECT TO, IT DOES NOT
UNDERTAKE TO UPDA TE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS
REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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 press
release.