Luna Gold and JDL Gold Announce Closing of the Second and Final Tranche of the Non-Brokered Private Placement Financing
Luna Gold Corp.
Suite 730 - 800 West Pender St
Vancouver, BC V6C 2V6
Tel: +1 604-558-0560
www.lunagold.com | [email protected]
JDL Gold Corp.
Suite 1400 - 400 Burrard St
Vancouver, BC V6C 3A6
Tel: +1 604-628-1164
www.jdlgold.com | [email protected]
NEWS RELEASE
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Luna Gold and JDL Gold Announce Closing of the Second and Final Tranche
of the Non-Brokered Private Placement Financing
March 17, 2017 – Vancouver, BC – Luna Gold Corp. (TSX: LGC) (“Luna Gold ”) and JDL Gold Corp. (TSX -V: JDL)
(“JDL”) are pleased to announce that further to their news releases dated February 1, February 14, February 27
and March 2, 2017, JDL has closed the second and final tranche of the non-brokered private placement financing
of subscription receipts, subject to final approval of the TSX Venture Exchange (the “TSX-V”).
The second and final tranche of the non-brokered private placement financing consists of 1,570,500 subscription
receipts (“Subscription Receipts”) issued at a price of C$2.00 per Subscription Receipt, for gross proceeds of
C$3,141,000. In the aggregate, the first and second tranches of the non -brokered private placement financing,
together with the previousl y-announced bought deal private placement financing, comprise 41,709,586
Subscription Receipts for gross proceeds of C$83,419,172.
Each Subscription Receipt entitles the holder to receive automatically upon satisfaction of certain escrow release
conditions, including closing of the Transaction (as defined below), without any further action on the part of the
holder and without payment of additional consideration, one JDL common share (a “Common Share”) and one
JDL listed common share purchase warrant (a “W arrant”). Each Warrant will entitle the holder to acquire one
Common Share at an exercise price of C$3.00 with an expiry date of October 6, 2021. The Common Shares and
Warrants issued upon conversion of the Subscription Receipts may be traded by the holders through the facilities
of the TSX-V and will not be subject to a statutory hold period.
Proceeds of the financings will be used to repay debt, for the exploration and development of the Aurizona gold
project and for general corporate and working capital purposes.
The financings are being undertaken in connection with the business combination announced on February 1 ,
2017, whereby Luna Gold and JDL have entered into plan of arrangement under section 192 of the Canada
Business Corporations Act to combine their businesses (the “Transaction”), creating a multi- asset mining
company. The combined company intends to change its name to Trek Mining Inc. and expects to trade on the
TSX-V under the ticker symbol “TREK”.
The securities offered under the financings have not been, and will not be, registered under the U.S. Securities
Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account
or benefit of, United States persons absent registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not
constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other
jurisdiction.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policie s of the TSX -V) accepts
responsibility for the adequacy or accuracy of this release.
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Luna Gold Contacts
Christian Milau, Chief Executive Officer
Rhylin Bailie, Vice President Investor Relations
Tel: +1 604-558-0560
Email: [email protected]
JDL Gold Contact
Greg Smith, Chief Executive Officer
Tel: +1 604-628-1164
Email: [email protected]
Forward-looking Statements
This document contains certain forward-looking information and forward-looking statements within the meaning of applicable securities
legislation (collectively "forward-looking statements"). The use of the words "will", "will be", "may", "may be", "creating", "intends",
"expected", and similar expressions are intended to identify forward-looking statements. Forward-looking statements contained in this
press release include, but are not limited to, statements regarding the proposed Transaction, the proposed non-brokered private placement
financing and the use of such proceeds from the financing. Although Luna Gold and JDL (the "Companies") believe that the expectations
reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking
statements since the Companies can give no assurance that such expectations will prove to be correct. These statements involve known
and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in
such forward-looking statements, including the risks, uncertainties and other factors identified in the Companies' periodic filings with
Canadian securities regulators, and assumptions made with regard to: the Companies' ability to complete the proposed Transaction; the
Companies' ability to secure the necessary shareholder, legal and regulatory approvals required to complete the Transaction; the timing
of the anticipated restart of production at Aurizona; the ability to advance exploration efforts at Aurizona and the Companies' other
projects; and the Companies' ability to achieve the synergies expected as a result of the Transaction. Furthermore, the forward-looking
statements contained in this news release are made as at the date of this news release and the Companies do not undertake any obligations
to publicly update and/or revise any of the included forward-looking statements, whether as a result of additional information, future
events and/or otherwise, except as may be required by applicable securities laws.