GFG Resources Completes Acquisition of West Porcupine and Swayze Properties and First Tranche of Private Placement
Media Release
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Release: Immediate
GFG Resources Completes Acquisition of West Porcupine and
Swayze Properties and First Tranche of Private Placement
December 21, 2017 Saskatoon, Saskatchewan, Canada: GFG Resources Inc. (TSX-V: GFG)
(OTCQB: GFGSF) (“GFG” or the “Company”) is pleased to announce that further to its press
release dated December 11, 2017 it has completed the acquisition of the West Porcupine Property
from Probe Metals Inc. (TSX-V: PRB) (“Probe”) (the “West Porcupine Property Acquisition”)
and the Swayze Project from Osisko Mining Inc. (TSX: OSK) (“Osisko”) (the “Swayze Property
Acquisition”). Immediately prior to closing the acquisitions , the Company also closed the first
tranche of its non-brokered private placement (the “Concurrent Financing ”) for gross proceeds
of C$4,228,305.
West Porcupine Property Acquisition
GFG has acquired Probe’s 100% interest in the West Porcupine property, a land package consisting
of 198 claims and covering approximately 245 km2 located 50 kilometres southwest of Timmins,
Ontario, in exchange for the issuance of 6,477,883 common shares of GFG, representing an implied
purchase price of approximately C$3.5 million based on GFG’s 20-day volume weighted average
share price (“VWAP”) ending December 7, 2017.
Swayze Property Acquisition
GFG has acquired Osisko’s 100% interest in the Swayze property, a land package consisting of 56
claims and covering approximately 120 km2 located 40 kilometres from Borden, Ontario, in
exchange for the issuance of 1,110,494 common shares of GFG, representing an implied purchase
price of approximately C$600,000 based on GFG’s 20-day VWAP ending December 7, 2017.
Concurrent Private Placement
The Company has completed the first tranche of the Concurrent Financing by way of a non -
brokered private placement. Due to higher than expected demand, the Company increased its flow-
through common shares offering previously announced (See news release dated December 11,
2017) from 3,636,364 to 5,460,555 flow-through common shares at a price of C$0.55 per share for
gross proceeds of C$3,003,305 ( the “ FT Private Placement ”). The Company also issued
2,450,000 units at a price of C$0.50 per unit for gross proceeds of C$1,225,000 (the “Non-FT
Private Placement”), with each unit consisting of one common share and one-half of a common
share purchase war rant. Each whole warrant will entitle the holder to purchase one additional
common share at an exercise price of C$0.75 for a period of 24 months following closing. Gross
proceeds raised under the FT Private Placement will be used for exploration activiti es in Ontario
that will qualify as “Canadian Exploration Expenses”. Net proceeds raised under the Non -FT
Private Placement will be used for exploration activities at the Company’s projects in Wyoming
and Ontario as well as for general working capital purposes.
The Company intends to close a final tranche on or about January 11, 2018, for up to the balance
of the remaining units of the Concurrent Financing previously disclosed.
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The Company paid cash finder's fee s to certa in arm’s length finders of up to 6% of the gross
proceeds of the Concurrent Financing. The Concurrent Financing is subject to final approval by the
TSX Venture Exchange. The securities issued pursuant to this tranche of the Concurrent Financing
are subject to a four month hold expiring on April 22, 2018.
Qualified Persons
Brian Skanderbeg, P.Geo. and M.Sc., serves as President and CEO of GFG, and is a “qualified
person” within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral
Projects. Mr. Skanderbeg has reviewed and approved the information contained in this news
release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of
such jurisdiction. The securities have not been and wi ll 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 unless an exemption from such
registration is available.
For further information, please contact:
GFG Resources Inc.
Brian Skanderbeg, President & CEO
Phone: (306) 931-0930
or
Marc Lepage, Vice President, Business Development
Phone: (306) 931-0930
Email: [email protected]
Website: www.gfgresources.com
About GFG Resources Inc.
GFG Resources is a publicly traded precious metals exploration company headquartered in
Saskatoon, Saskatchewan, Canada, whose shares trade on the TSX Venture Exchange (GFG) and
on the OTCQB (GFGSF) . The Company controls 100% of the Rattlesnake Hills Gold Project, a
district scale gold exploration project located approximately 100 kilometre s southwest of Casper,
Wyoming, U.S. The geologic setting, alteration and mineralization seen in the Rattlesnake Hills are
similar to other gold deposits of the Rocky Mountain alkaline province which, collectively, have
produced over 50 million ounces of gold.
Neither 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.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
All statements, other than statements of historical fact, contained in this news release constitute “forward-looking information” within
the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995 (referred to herein as “forward-looking statements”). Forward-looking statements include, but
are not limited to, disclosure regarding possible events, completion of the second tranche of the Concurrent Financing , conditions or
financial performance that is based on assumptions about future economic conditions and courses of action; planned use of proceeds,
expenditures and budgets and the execution thereof. Generally, these forward-looking statements can be identified by the use of forward-
looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate” or “believes”, or the negative connotation thereof or variations of such w ords and
phrases or state that certain actions, events or results, “may”, “could”, “would”, “will”, “might” or “will be taken”, “occur” or “be
achieved” or the negative connotation thereof.
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All forward -looking statements are based on various assumptions , including, without limitation, the expectations and beliefs of
management, the assumed long-term price of gold, that the current exploration and other objectives concerning its mineral projects can
be achieved and that its other corporate activities will proceed as expected; that the current price and demand for gold will be sustained
or will improve; the continuity of the price of gold and other metals, economic and political conditions and operations ;; all necessary
approvals and consents in respect of the Concurrent Financing, including requisite regulatory, securityholder and court approvals, as
applicable, will be obtained in a timely manner and on acceptable terms; and that general business and eco nomic conditions will not
change in a materially adverse manner. In addition, the similarity or proximity of other gold deposits of the Rocky Mountain alkaline
province to the Rattlesnake Hill Gold Project is not necessarily indicative of the geological setting, alteration and mineralization of the
Rattlesnake Hills Gold Project.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results,
level of activity, performance or achieveme nts of GFG to be materially different from those expressed or implied by such forward -
looking statements, including but not limited to: risks and uncertainties related to the second tranche of the Concurrent Financing not
being completed; actual results of current exploration activities; environmental risks; future prices of gold; operating risks; accidents,
labour issues and other risks of the mining industry; delays in obtaining government approvals or financing; and other risks and
uncertainties. These risks and uncertainties are not, and should not be construed as being, exhaustive.
Although GFG has attempted to identify important factors that could cause actual results to differ materially from those cont ained in
forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be
no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. In addition, forward -looking statements are provided solely for the purpose of providing information
about management’s current expectations and plans and allowing investors and others to get a better understanding of our oper ating
environment. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements in this news release are made as of the date hereof and GFG assume no obligation to update any forward -
looking statements, except as required by applicable laws.