Emgold Announces Flow-Through and Non-Flow-Through Private Placements
**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
UNITED STATES NEWS WIRE SERVICES**
EMGOLD MINING CORPORATION
Suite 1015 – 789 West Pender Street
Vancouver, B.C. V6C 1H2
www.emgold.com
August 19, 2020 TSX Venture Exchange : EMR
OTC : EGMCF
Frankfurt and Berlin Exchanges: EMLN
EMGOLD ANNOUNCES
FLOW-THROUGH AND NON-FLOW-THROUGH
PRIVATE PLACEMENTS
Vancouver, British Columbia – August 19, 2020 -- Emgold Mining Corporation ("Emgold" or the
“Company”) (TSX Venture Exchange: EMR) announces that due to investor interest generated from its
recently closed CDN$2.0 million private placement (see August 7, 2020 press release), the Company
intends to complete an additional non-brokered non-flow-through private placement and a non-brokered flow-
through private placement, with details outlined below.
NON-FLOW-THROUGH PRIVATE PLACEMENT
The non-brokered non-flow-through private placement (the "NFT Offering") will consist of up
to 22,222,222 units (the " NFT Units") at a price of CDN$0.09 per NFT Unit for gross proceeds of up to
CDN$2,000,000. Each NFT Unit will consist of one common share in the capital of the Company (a “Share”)
and one whole non-transferable common share purchase warrant (a “Warrant”). Each whole Warrant will be
exercisable to acquire one Share at an exercise price of CDN$0.12 per Share for a period of 24 months from the
date of issuance. The NFT Offering is subject to a minimum subscription amount of CDN$3,150.
Certain insiders of the Company may acquire NFT Units in the NFT Offering. Any participation by insiders in
the NFT Offering would constitute a "related party transaction" as defined under Multilateral Instrument 61 -
101 Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). However, the Company
expects that such participation would be exempt from the for mal valuation and minority shareholder approval
requirements of MI 61 -101 as neither the fair market value of the Units subscribed for by the insiders, or the
consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization.
Emgold intends to use the net proceeds of the NFT Offering for exploration of Emgold’s properties (including
property and claims payments) and for general working capital purposes. The Company may pay finder’s fees
on a portion of the NFT Offering, subject to compliance with the policies of the TSX Venture Exchange and
applicable securities legislation. Closing of the NFT Offering is subject to approval of the TSX Venture
Exchange.
The securities issued under the NFT Offering, and any Shares that may be issuable on exercise of any such
securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance
of such securities.
FLOW-THROUGH PRIVATE PLACEMENT
The non-brokered flow–through private placement (the " FT Offering") will consist of up to 10,000,000 units
(the FT "Units") at a price of CDN$0.10 per FT Unit for gross proceeds of up to CDN$1,000,000. Each FT Unit
will consist of one common share in the capital of the Company (a “Share”) and one-half of one non-transferable
common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole
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Warrant will be exercisable to acquire one Share at an exercise price of CDN$0.16 per Share for a period
of 24 months from the date of issuance. The FT Offering is subject to a minimum subscription amount of
CDN$3,000.
Certain insiders of the Company may acquire FT Units in the FT Offering. Any participation by insiders in the
FT Offering would constitute a "related party transaction" as defined under Multilateral Instrument 61 -
101 Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). However, the Company
expects such participation would be exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of the FT Units subscribed for by the insiders, or the
consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization.
Emgold intends to use the net proceeds of the FT Offering for qualifying exploration of its properties located in
Quebec. The Company may pay finder’s fees on a portion of the Offering, subject to compliance with the
policies of the TSX Venture Exchange and applicable securities legislation. Closing of the FT Offering is subject
to approval of the TSX Venture Exchange.
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such securities,
will be subject to a statutory hold period expiring four months and one day from the date of issuance
ABOUT EMGOLD
Emgold is a gold and base metal exploration company focused on Nevada and Quebec. The Company’s
strategy is to look for quality acquisitions, add value to these assets through exploration, and monetize them
through sale, joint ventures, option, royalty, and other transactions to c reate value for our shareholders
(acquisition and divestiture (A&D) business model).
In Nevada, Emgold’s Golden Arrow Property, the core asset of the Company, is an advanced stage gold
and silver property with a well-defined measured and indicated resource. New York Canyon is a base metal
property subject to an Earn- in with Option to Joint Venture Agreement with Kennecott Exploration, a
subsidiary of Rio Tinto Plc (NYSE:RIO). Buckskin Rawhide East is a gold and silver property leased to
Rawhide Mining LLC, who operate the adjacent Rawhide Mine and represents a royalty opportunity for
the Company.
In Quebec, the Casa South Property, is an early stage gold property adjacent to Hecla Mining Corporation’s
(NYSE:HL) operating Casa Berardi Mine. The East -West Property, which Emgold has an option on to
acquire up to a 55% interest, is a gold property adjacent to and on strike with Wesdome Gold Mine Ltd.’s
(TSX:WDO) Kiena Complex and O3 Mining Corporation’s (TSX:OIII) Marban Property. Emgold also
has a 1% NSR in the Troilus North Property, part of the Troilus Mine Property being explored by Troilus
Gold Corporation (TSX:TLG).
Note that the location of Emgold’s properties adjacent to producing or past producing mines does not
guarantee expl oration success at Emgold’s properties or that mineral resources or reserves will be
delineated. For more information on the Company, investors should review the Company’s website
at www.emgold.com or view the Company’s filings available at www.sedar.com.
This news release does not constitute an offer of sale of any of the above- mentioned securities in the
United States. The foregoing securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not
be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable
exemption from such registration requirements. This news release does not constitute an offer to sell or
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the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
On behalf of the Board of Directors
David G. Watkinson, P.Eng.
President & CEO
For further information please contact:
David G. Watkinson, P.Eng.
Tel: 530-271-0679 Ext 101
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
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 States. The securities have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities
laws and may not be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and a pplicable state securities laws or an exemption from such
registration is available.
Cautionary Note on Forward-Looking Statements
Certain information contained in this news release constitutes “forward -looking information” or “forward-looking statements ”
(collectively, “forward -looking information”). Without limiting the foregoing, such forward-looking information includes
statements regarding the process and completion of the Offering, the use of proceeds of the Offering and any statements regarding
the Company’s business plans, expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”,
“likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used
to identify forward-looking information. Forward looking information should not be read as guarantees of future performance or
results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance wi ll be
achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith
belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredict able
factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors a nd
assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Management’s
Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities
commissions and the discussion of risk factors set out therein. Such documents are available at www.sedar.com under the
Company’s profile and on the Company’s website, https://emgold.com/. The forward-looking information set forth herein reflects
the Company’s expectations as at the date of this news release and is subject to change after such date. The Company disclaim s
any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future
events or otherwise, other than as required by law.