Canarc Announces Name Change, Share Consolidation, $3.2 Million Private Placement Financing, Focus on Canadian Gold Projects, Strategic Review of Nevada Gold Projects and Appointment of New Director ________________________________________________________________________________________
Canarc Announces Name Change, Share Consolidation, $3.2 Million
Private Placement Financing, Focus on Canadian Gold Projects, Strategic
Review of Nevada Gold Projects and Appointment of New Director
________________________________________________________________________________________
Vancouver, Canada - August 19, 2020 – Management of Canarc Resource Corp. (TSX:
CCM, OTC -QB: CRCUF, Frankfurt: CAN ) (“Canarc” or the “Company”) is pleased to
announce several corporate changes intended to better reflect the Company’s renewed focus
on its Canadian gold exploration projects.
The changes include a planned name change to Canagold Resources Ltd. , a 5:1 share
consolidation to better attract institutional investors, a CAD$ 3.2 million private placement
financing to strengthen working capital, a renewed focus on exploring Canarc’s gold projects
and a strategic review of the Company’s Nevada gold projects to create more shareholder
value, and the appointment of Andrew Bowering as a Director.
Name Change
Management has reserved the name Canagold Resources Ltd. to better reflect the Company’s
renewed focus on its Canadian gold exploration projects. The name change will take effect
within the next two weeks once a new CUSIP number is obtained and the ticker symbols will
remain the same.
Share Consolidation
Canarc intends to consolidate its issued and outstanding common shares on the basis of 5
pre-consolidated shares for 1 post-consolidated share. Management believes that the
consolidation is necessary in order to provide the Company with a share capital structure
that will better attract institutional equity financing and unlock shareholder value.
Canarc currently has 243,956,517 common shares issued and outstanding. After giving effect
to the proposed consolidation, the Company will have approximately 48,791,303 common
shares issued and outstanding pre-financing. No fractional post-Consolidated shares will be
issued and all fractional shares resulting from the Consolidation will be rounded down to the
nearest whole number and no cash consideration will be paid in respect of fraction shares.
In accordance with their terms, the Company’s outstanding 17,850,000 stock options and
1,500,000 share purchase w arrants will be adjusted by the consolidation ratio and the
exercise prices of outstanding stock options and warrants will also be adjusted accordingly.
CANARC RESOURCE CORP.
810-625 Howe Street
Vancouver, BC V6C 2T6
T: 604.685.9700
F: 604.6685 -9744
www. canarc.net
CCM: TSX
CRCUF: OTC QB
$3.2 Million Financing (pre share consolidation)
Canarc announces a non-brokered private placement financing of up to 40,000,000 units (a
“Unit”) at a price of $0.0 8 per unit for gross proceeds of up to $3,2 00,000 (the “Offering”).
Use of proceeds will be for exploration of the Company’s gold projects and to strengthen
working capital. It is anticipated that the Offering will close prior to the Consolidation.
Each unit wi ll consist of one common share of the Company and one-half of one common
share purchase warrant (each whole warrant , a “Warrant) with each Warrant entitling the
holder to acquire one additional common share of the Company at an exercise price of $0.13
for a period of 24 months from the closing date. If the closing price of the Canarc’s common
shares is at a price equal to or greater than $0.20 for a period of 10 consecutive trading days,
Canarc will have the right to accelerate the expiry date of the Warrants by giving written
notice to the Warrant holders that the Warrants will expire on the date that is not less than
30 days from the date notice is provided by Canarc to the Warrant holders. Finders’ fees of
6% may be payable in cash and/or warrants on certain portions of the financing, subject to
regulatory approvals.
New Director
Management is pleased to welcome a new director, Mr. Andrew Bowering, to the board. Mr.
Bowering is a venture capitalist and management consultant with 30 years of experience in
the founding and operating of both private businesses and the public companies.
As a founder and investor, Mr. Bowering has built and led management teams to explore and
develop precious, base and industrial metals deposits from exploration to production. He
has owned drilling companies and exhibited leadership in worldwide mineral exploration
and development. Mr. Bowering’s most recent successes include the founding, funding and
management of Prime Mining Corp., Millennial Lithium Corp., and American Lithium Corp.
Throughout his career Andy has operated globally, but his current activities and operations
are focused in Nevada, British Columbia and Mexico. He has listed and operated companies
on the TSX Venture Exchange, the Toronto Stock Exchange, the OTCQX and the American
Stock Exchange.
Renewed Focus on Canadian Gold Projects
Canarc’s main asset is its 100% owned New Polaris gold mine project located in
northwestern British Columbia. New Polaris is an historic high grade, underground gold
mine that produced 232,000 oz gold during 1938-42 and 1946-51. Canarc has invested over
CAD$33 million since 1990 to delineate Indicated resources of 1.7 million tonnes containing
586, 000 ozs gold at 10.8 gpt and Inferred resources of 1.5 million tonnes containing 485,000
ozs gold at 10.2 gpt *. Mineral resources are not mineral reserves and do not yet have
demonstrated economic viability. The proposed financing will enable the Company to start
work on a feasibility study that will include infill drilling, economic evaluation, project
permitting and land access.
*Note: New Polaris resource report is contained within NI 43-101 preliminary economic assessment report (“PEA”) which was completed
by Moose Mountain Technical Services and filed on Sedar April 18, 2019.
The Company recently completed a Phase 2, 1500 meter core drilling program at its Windfall
Hills gold property located in central BC and assays are pending over the next few weeks.
Windfall Hills lies in the same geological belt as and about 90 kilometers (km) northwest of
the Blackwater -Davidson gold project in central BC. Artemis Gold recently purchased
Blackwater-Davidson for $210 million plus a gold stream.
Canarc plans to commence a Phase 1, 1500 meter reverse circulation drilling program at its
Hard Cash gold property in western Nunavut this week. Hard Cash is a district scale gold
project with geological similarities to two mult i-million oz Agnico Eagle gold mines,
Meadowbank and Meliadine, also located in Nunavut.
Strategic Review of Nevada Gold Projects
Canarc plans to conduct a review of strategic options for its Nevada gold projects, including
dispositions or joint ventures, in order to create more shareholder value and maintain its
focus on Canadian gold projects. The Company acquired the Nevada portfolio in 2017 and
has since optioned out the Fondaway Canyon and Dixie Comstock projects to Getchell Gold
and the Lightening Tree project to Minkap Resources.
The remaining Nevada gold projects include:
• Clear Trunk
• Bull Run
• Hot Springs Point
• Jarbidge
• A&T
• Silver Peak
• Corral Canyon
Getchell Gold anticipates commencing a drill program on the Fondaway Canyon project in
the coming weeks, and Minkap Resources expects to commence a drill program on the
Lightening Tree project before year-end.
The Offering, share consolidation and name change all remain subject to the approval of the
Toronto Stock Exchange.
Gary Biles, the President and Chief Operating Officer of the Company and a qualified person
pursuant to NI 43-101, has approved the technical disclosure contained in this press release.
"Scott Eldridge”
____________________
Scott Eldridge, Chief Executive Officer
CANARC RESOURCE CORP.
About Canarc - Canarc Resource Corp. is a growth -oriented gold exploration company
focused on generating superior shareholder returns by discovering, exploring and
developing strategic gold deposits in North America. The Company is currently advancing
two core assets, each with substantial gold resources, and has initiated a high impact
exploration strategy to acquire and explore new prope rties that have district -scale gold
discovery potential. Canarc shares trade on the TSX: CCM and the OTCQB: CRCUF.
For More Information - Please contact:
Scott Eldridge, CEO
Toll Free: 1-877-684-9700 Tel: (604) 685-9700 Cell: (604) 722-5381
Email: [email protected] Website: www.canarc.net
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the United States private
securities litigation reform act of 1995 and “forward -looking information” within the meaning of
applicable Canadian securities legislation. Statements contained in this news release that are not historic
facts are forward-looking information that involves known and unknown risks and uncertainties. Forward-
looking statements in this news release include, but are not limited to, statements with respect to the planned
Offering, name change and share consolidation, the potential results of the Company’s strategic review in
respect of its Nevada Properties, the future performance of Canarc, and the Company's plans and
exploration programs for its mineral properties, including the timing of such plans and programs. In
certain cases, forward-looking statements can be identified by the use of words such as "plans", "has
proven", "expects" or "does not expect", "is expected", "potential", "appears", "budget", "scheduled",
"estimates", "forecasts", "at least", "intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions, events or results "may", "could",
"would", "should", "might" or "will be taken", "occur" or "be achieved".
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 be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements. Such
risks and other factors include, among others, risks related to regulatory approvals, risks related to the
uncertainties inherent in the estimation of mineral resources; commodity prices; changes in general
economic conditions; market sentiment; currency exchange rates; the Company's ability to continue as a
going concern; the Company's ability to raise funds through equity financings; risks inherent in mineral
exploration; risks related to operations in foreign countries; future prices of metals; failure of equipment
or processes to operate as anticipated; accidents, labor disputes and other risks of the mining industry;
delays in obtaining governmental approvals; government regulation of mining operations; environmental
risks; title disputes or claims; limitations on insurance coverage and the timing and possible outcome of
litigation. Although the Company has attempted to identify important factors that could affect the Company
and may cause actual actions, events or results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that forward -looking statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such
statements. Accordingly, do not place undue reliance on forward -looking statements. All statements are
made as of the date of this news release and the Company is under no obligation to update or alter any
forward-looking statements except as required under applicable securities laws.