Emgold Announces Flow-Through Private Placement and Closes First Tranche
**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
UNITED STATES NEWS WIRE SERVICES**
EMGOLD MINING CORPORATION
Suite 1010 – 789 West Pender Street
Vancouver, B.C. V6C 1H2
www.emgold.com
July 16, 2021 TSX Venture Exchange: EMR
OTC: EGMCF
Frankfurt and Berlin Exchanges: EMLN
EMGOLD ANNOUNCES
FLOW-THROUGH PRIVATE PLACEMENT
AND CLOSES FIRST TRANCHE
Vancouver, British Columbia – July 16 , 202 1 -- Emgold Mining Corporation (TSXV:EMR;
OTC:EGMCF; FRA:EMLM; BSE:EMLM) ("Emgold" or the “Company”) announces it plans to
complete a non-brokered flow –through private placement (the " FT Offering ") consist ing of up
to 12,500,000 units of the Corporation (the “FT Units") at a price of CDN$0. 08 per FT Unit (the “FT
Offering Price”) to raise up to CDN$1,000,000. Each FT Unit will consist of one common share in the
capital of the Company (a “ Common Share”) and one-half of one non-transferable common share
purchase warrant (each whole common share purchase warrant , a “ Warrant”). Each Warrant will be
exercisable to acquire one Common Share of the Corporation at an exercise price of CDN$0. 10 per
Common 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, including cash (the “Finder’s Fee”) and finder’s warrants
(the “Finder’s Warrants”) 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 FT Offering, and any Common 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
Emgold Closes First Tranche of FT Offering
Emgold announces it has completed the first tranche (the “ First Tranche”) of the FT Offering by the
issuance of 10,000,000 FT Units issued at a price of CDN$0.08 per FT Unit , for gross proceeds of
CDN$800,000. Each Unit consists of one Common Share of the Corporation and one-half non-transferable
Warrant. Each full Warrant will entitle the holder to purchase, for a period of 24 months from the date of
issuance, one additional common share of the Company at a pri ce of CDN$0.10 per share. All Common
Shares issued in conjunction with the FT Offering and Common Shares to be issued upon exercise of the
Warrants will be subject to a statutory four month hold from the date of issuance.
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The FT Shares will entitle the holder to receive the applicable tax benefits, in accordance with the provisions
of the Income Tax Act (Canada). Proceeds of the FT Financing will be used for qualifying exploration on
the Company’s Canadian properties located in Quebec.
Finders’ Fees of CDN$60,000 is payable in cash and 750,000 Finders W arrants w ill be issued in
conjunction with this First Tranche of the FT Offering. The Finders’ Warrants will entitle the holder to
purchase, for a period of 24 months from the date of issuance, 750,000 additional Common Shares of the
Corporation at a price of $0.10 per common share.
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 create v alue 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). The Mindora Property is a gold, silver, and base metal property
located just 12 miles from New York Canyon. 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 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 produc ing mines does not
guarantee exploration 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
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 Ven ture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
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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 nega tive 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, su ch future performance will 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 unpredictable
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.c om 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 disclaims
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.