GGX Gold to Finance Further Exploration The Gold Drop Property Greenwood BC ______________________________________________________________________________________
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GGX: TSX-V
GGXXF: OTC
GGX Gold to Finance Further Exploration
The Gold Drop Property
Greenwood BC
______________________________________________________________________________________
Vancouver, British Columbia – August 3, 2017 – GGX Gold Corp (TSXV: GGX) (the“Company” or “GGX”)
is pleased to announce it has arranged a non -brokered private placement of 2 million flow through
units at a price of $0.20 cents per unit for gross proceeds of $400,000. Each Flow-Through Unit consists
of one common share that qualifies as a “flow-through share” as defined in subsection 66(15) of the
Income Tax Act and one [non -]transferable common share purchase warrant. Each whole warrant will
entitle the holder to purchase, for a period of 60 months from the date of issue, one additional non -
flow-through common share of the Issuer at an exercise price of Cdn$0.25 per share. The term of the
warrants may be accelerated in the event that the issuer's shares trade at or above a price of $0.35
cents per s hare for a period of 10 consecutive days. In such case of accelerated warrants, the issuer
may give notice, in writing or by way of news release, to the subscribers that the warrants will expire
30 days from the date of providing such notice. Directors, of ficers or other insiders of the Company
may participate in the foregoing offerings, and such parties may sell securities of the Company owned
or controlled by them personally through the facilities of the TSX Venture Exchange to finance
participation in such offerings.
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The Company will make available a portion of the offering to existing shareholders using provisions of
the Canadian existing security holder exemption pursuant to Multilateral CSA Notice 45 -313 –
Prospectus Exemption for Distributions to E xisting Security Holders ( “CSA 45 -313”) and the
corresponding blanket orders and rules implementing CSA 45 -313 in the participating jurisdictions in
respect thereof (collectively with CSA 45-313, the “Existing Security Holder Exemption”). As at the date
hereof, the Existing Security Holder Exemption is available in each of the provinces of Canada, with the
exception of Newfoundland and Labrador. Subject to applicable securities laws, the Company will
permit each person or company who, as of August 2, 2017 (being the record date set by the Company
pursuant to CSA 45 -313), who holds common shares as of that date (a “Current Shareholder ”) to
subscribe for the Units that will be distributed pursuant to the Offering, provided that the Existing
Security Holder Ex emption is available to such person or company. Pursuant to CSA 45 -313, each
subscriber relying on the Existing Security Holder Exemption may subscribe for no more than $15,000
value of securities, unless a subscriber is resident in a jurisdiction of Canad a and has obtained advice
regarding the suitability of the investment from a registered investment dealer (in which case such
maximum subscription amount will not apply). In the event that aggregate subscriptions for Units
under the Offering exceed the maximum number of securities to be distributed, then Units will be sold
to qualifying subscribers on a pro rata basis based on the number of Units subscribed for (the “Order of
Distribution”). In addition to conducting the Offering pursuant to the Existing Se curity Holder
Exemption, the Company will also accept subscriptions for Units where other prospectus exemptions
are available, including the Investment Dealer Exemption (as defined below). Any Current Shareholder
subscribing for Units pursuant to a prospec tus exemption other than the Existing Security Holder
Exemption will not be limited to a maximum of $15,000 value of securities. In addition to the Existing
Security Holder Exemption and other available prospectus exemptions, a portion of the Offering may
be completed pursuant to Multilateral CSA Notice 45 -318 – Prospectus Exemption for Certain
Distributions through an Investment Dealer ( “CSA 45-318”) and the corresponding blanket orders and
rules implementing CSA 45 - 318 in the participating jurisdictions in respect thereof (collectively with
CSA 45 -318, the “Investment Dealer Exemption ”). As at the date hereof, the Investment Dealer
Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New
Brunswick. Pursuant to CSA 45 -318, each subscriber relying on the Investment Dealer Exemption must
obtain advice regarding the suitability of the investment from a registered investment dealer. There is
no material fact or material change of the Company that has not been generally disclos ed. The
securities issued pursuant to the Offering will be subject to statutory hold periods.
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A finder's fee may be paid to
eligible finders in accordance to
the TSX-V policies. All securities
issued pursuant to the offering
will be subject to a hold p eriod
of four months and one day
from the date of closing. The
offerings and payment of
finders' fees are both su bject to
approval by the TSX-V.
Proceeds from the private placement will be used for the continued exploration work on the Gold Drop
Property which may include additional drilling and trenching.
The Company also updates shareholders that further to its news release dated July 11, 2017 all
subscribers and finders from its private placements that took place during the period from June to
October, 2016, the Company has accelerated the term of these warrants. The term of the $0.20
warrants associated with these placements may be accelerated in the event that the issuer's shares
trade at or above a price of $0.25 per share for a period of 10 consecutive days. During October, 2016,
after the final closing, the shares of the Company traded in this range. The warrants being accelerated
at $.20 are attached to the $0.15 private placements that took place over the period. Warrant holders
have 30 d ays from July 11, 2017 to exercise their warrants before they expire at 4:00pm August 10,
2017
On Behalf of the Board of Directors,
Barry Brown, Director
604-488-3900
Investor Relations:
Mr. Jack Singh: 604-720-6598 E-mail: [email protected]
“ We don’t have to do this, we get to do this ”
The Crew
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Forward Looking Information
This news release includes certain statements that constitute “forward-looking information ” within the
meaning of applicable securities law, including without limitation, the Company ’s information and
statements regarding or inferring the future business, operations, financial performance, prospects, and
other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include
statements regarding the completion of the proposed transactions. Forward -looking statements address
future events and conditions and are necessarily based upon a number of estimates and assumptions. These
statements relate to analyses and other information that are based on forecasts of future results, estimates
of amounts not yet determinable and assumptions of management. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or
future events or performance (often, but not always, using words or phrases such as “expects” or “does not
expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating
that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be
achieved), and variations of such words, and similar expressions are not statements of historical fact and
may be forward-looking statements. Forward-looking statement are necessarily based upon several factors
that, if untrue, could cause the actual results, performances or achievements of the Company to be
materially different from futu re results, performances or achievements express or implied by such
statements. Such statements and information are based on numerous assumptions regarding present and
future business strategies and the environment in which the Company will operate in the future, including
the price of gold and other metals, anticipated costs and the ability to achieve goals, and the Company will
be able to obtain required licenses and permits. While such estimates and assumptions are considered
reasonable by the management of the Company, they are inherently subject to significant business,
economic, competitive and regulatory uncertainties and risks including that resource exploration and
development is a speculative business; that environmental laws and regulations may be come more
onerous; that the Company may not be able to raise additional funds when necessary; fluctuating prices of
metals; the possibility that future exploration, development or mining results will not be consistent with
the Company’s expectations; operating hazards and risks; and competition. There can be no assurance that
economic resources will be discovered or developed at the Gold Drop Property. Accordingly, actual results
may differ materially from those currently anticipated in such statements. Fac tors that could cause actual
results to differ materially from those in forward looking statements include continued availability of
capital and financing and general economic, market or business conditions, the loss of key directors,
employees, advisors o r consultants, equipment failures, litigation, competition, fees charged by service
providers and failure of counterparties to perform their contractual obligations. Investors are cautioned that
forward-looking statements are not guarantees of future perfo rmance or events and, accordingly are
cautioned not to put undue reliance on forward -looking statements due to the inherent uncertainty of such
statements. The forward -looking statements included in this news release are made as of the date hereof
and the Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as expressly required by
applicable securities legislation.
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