Damara to complete shares for debt $210,000
110-2300 Carrington Road, West Kelowna, BC V4T 2N6
Telephone (250) 768-1168 Fax (250) 768-0020 Web Site: www.damaragoldcorp.com
NOT FOR DISTRIBUTION TO U.S NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
NEWS RELEASE
Damara to complete shares for debt $210,000
January 17, 2017 TSX-V: DMR
DAMARA GOLD CORP. (TSX -V:DMR) (“Damara” or the “Company”) announces that it has entered
into a debt settlement agreement (the “ Debt Agreement“) with Colorado Resources Ltd.
(“Colorado”) to settle a portion of the outstanding amount of $ 225,000 plus interest (the “ Debt”) in
advances received in connection with the Company’s former Namibia project. Subject to TSX Venture
Exchange ("Exchange") approval, Damara has agreed to settle $210,000 of the Debt by the issuance
of the issuance of 4,200,000 common shares at a deemed issue price of $0.05 per share (the “Debt
Shares”).
The Debt was incurred wherein Colorado advanced funds in connection with the Company’s former
option on the DGP Project located in Namibia whilst the parties contemplated a proposed transaction.
The parties did not conclud e such agreement and as such the advances were recorded as interest-
bearing advances (15% per annum). The remaining balance of the Debt in the amount of $79,479 in
principle and interest will remain outstanding and non-interest bearing and shall be settled at a future
date as the parties agree . Upon completion of the Debt Settlement, Colorado will hold a 19.79%
interest in the common shares of Damara.
As Damara and Colorado have two common directors the Debt Settlement will constitute a “related
party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”), which is incorporated into Policy 5.9 of the Exchange
Corporate Finance Manual.
The independent board members of the Company have determined that neither the value of the
shares to be issued to Colorado, nor the aggregate debt settled in connection with the Debt
Settlement will exceed 25% of the Company’s market capitalization on the date hereof. The Company
intends to rely on the exemptions from the valuation and minority shareholder approval requiremen ts
of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61 -101 as neither the fair market value of
the Debt Shares nor the debt exceeds 25% of the Company’s market capitalization.
The securities issued pursuant to the Debt Settlement will be subject to a four-month hold period from
the date of issuance. Completion of the Debt Settlement is subject to acceptance by the Exchange.
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.
110-2300 Carrington Road, West Kelowna, BC V4T 2N6
Telephone (250) 768-1168 Fax (250) 768-0020 Web Site: www.damaragoldcorp.com
Larry Nagy
Chief Executive Officer or
Terese Gieselman
Chief Financial Officer
Ph: (250-768-1168)
NR: 17-01
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.
Statements Regarding Forward-Looking Information
Certain statements contained in this news release may contain forward -looking information within the meaning of
Canadian securities laws. Such forward -looking information is identified by words such as “esti mates”, “intends”,
“expects”, “believes”, “may”, “will” and include, without limitation, statements regarding the company’s plan of
business operations (including plans for progressing assets), estimates regarding mineral resources, projections
regarding mineralization and projected expenditures. There can be no assurance that such statements will prove to
be accurate; actual results and future events could differ materially from such statements. Factors that could cause
actual results to differ materially include, among others, metal prices, risks inherent in the mining industry,
financing risks, labour risks, uncertainty of mineral resource estimates, equipment and supply risks, title disputes,
regulatory risks and environmental concerns. Most of these fac tors are outside the control of the company.
Investors are cautioned not to put undue reliance on forward -looking information. Except as otherwise required by
applicable securities statutes or regulation, the company expressly disclaims any intent or oblig ation to update
publicly forward-looking information, whether as a result of new information, future events or otherwise.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United State s of America. The securities have not been and will not be registered
under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may
not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws, or an exemption from such
registration is available.