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Cassiar Gold Announces Upsize of Amended Bought Deal Public Offering to C$8.0 Million

Financings

Cassiar Gold Announces Upsize of Amended

Bought Deal Public Offering to C$8.0 Million

Calgary, Alberta--(Newsfile Corp. - May 24, 2022) -

Cassiar Gold Corp. (TSXV: GLDC) (OTCQX:

CGLCF)

("

Cassiar Gold

" or the "

Company

") is pleased to announce that, due to significant investor

demand, the Company has amended the size of the amended bought deal public offering (the

"

Offering

") from C$5,000,000 to C$8,000,000.

Under the amended terms of the underwriting

agreement, the Underwriters (as defined below) have agreed to purchase 8,000,000 flow-through units

of the Company (each, a "

FT

Unit

") to be resold to charitable purchasers at a price of C$1.00 per FT

Unit (the "

Offering Price

") on a "bought deal" basis by way of a short form prospectus for gross

proceeds of C$8,000,000. Red Cloud Securities Inc. and Raymond James Ltd. are acting as co-lead

underwriters and joint bookrunners for the Offering on behalf of a syndicate of underwriters (collectively,

the "

Underwriters

").

Each FT Unit will consist of one common share of the Company to be issued as a "flow-through share"

within the meaning of the Income Tax Act (Canada) (each, a "

FT Share

") and one half of one common

share purchase warrant (each whole warrant, a "

Warrant

"). Each whole Warrant shall entitle the holder

to purchase one non-flow-through common share of the Company (each, a "

Warrant Share

") at a price

of C$1.05 at any time on or before that date which is 24 months after the closing date of the Offering.

The Company has granted to the Underwriters an option, exercisable for a period of 30 days after and

including the closing date of the Offering, to purchase up to an additional 1,200,000 FT Units for resale

to charitable purchasers at the Offering Price to raise additional gross proceeds of up to C$1,200,000 to

cover over-allotments, if any, and for market stabilization purposes.

Proceeds from the sale of FT Shares will be used to incur "Canadian exploration expenses" as defined

in subsection 66.1(6) of the Income Tax Act and "flow through mining expenditures" as defined in

subsection 127(9) of the Income Tax Act. Such proceeds will be renounced to the subscribers with an

effective date not later than December 31, 2022, in the aggregate amount of not less than the total

amount of gross proceeds raised from the issue of FT Shares. The Company intends to use the net

proceeds raised from the Offering for the exploration of the Company's Cassiar Gold property in British

Columbia, Canada.

The FT Units will be sold by way of a final short form prospectus to be filed in British Columbia, Alberta,

Saskatchewan, Ontario and Nova Scotia, subject to regulatory approval. A preliminary prospectus dated

March 8, 2022 was filed in respect of the original Offering and the final prospectus will be updated to

reflect the terms of the amended underwriting agreement.

The Offering is scheduled to close on or

around June 8, 2022 and is subject to certain conditions including, but not limited to, the receipt of all

necessary approvals including the approval of the TSX Venture Exchange.

The securities being offered have not been, nor will they be, registered under the United States

Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the

account or benefit of, U.S. persons absent registration or an applicable exemption from the registration

requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy

nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale

would be unlawful.

About Cassiar Gold Corp.

Cassiar Gold Corp. is a Canadian gold exploration company holding a 100% interest in its flagship

Cassiar Gold Property located in British Columbia, Canada. The Cassiar Gold property spans 590 km

2

and consists of two main project areas: Cassiar North, which hosts a NI 43-101-compliant inferred

resource estimate of 1.4Moz at 1.14 g/t Au (cutoff grade of 0.5 g/t) known as the as the Taurus Deposit

(see National Instrument 43-101 Technical report on the Cassiar Gold property, April 28, 2012, by S.

Zelligan, J. Moors, C. Jolette, posted to SEDAR); and Cassiar South which hosts numerous gold

showings, historical workings, and exploration prospects. Historical underground mines in the Cassiar

South area have yielded over 315,000 oz of Au at average head grades of between 10 and 20 g/t Au

(BC Minfile), underscoring the high potential for further discovery and expansion of bonanza-grade

orogenic gold veins.

The Company also holds a 100% interest in the Sheep Creek gold camp located near Salmo, BC. The

Sheep Creek gold district ranks as the third largest past-producing orogenic gold district in BC with

historical gold production of 742,000 ounces gold at an average grade of 14.7 g/t gold from 1900 to

1951. Minimal exploration work has been conducted since the 1950s.

Cassiar Gold acknowledges, respects, and supports the rights of Traditional First Nations in the lands

and communities where we operate.

CONTACT INFORMATION

Cassiar Gold Corp.

Shirley Anthony

VP Investor Relations & Communications

1-778-999-2771

[email protected]

Forward-Looking Statements

This press release may contain forward looking statements including those describing Cassiar's

future plans and the expectations of management that a stated result or condition will occur. Any

statement addressing future events or conditions necessarily involves inherent risk and uncertainty.

Actual results can differ materially from those anticipated by management at the time of writing due to

many factors, the majority of which are beyond the control of Cassiar and its management. In

particular, this news release contains forward-looking statements pertaining, directly or indirectly, to

the following: Cassiar's expectations regarding timing of filing the final prospectus and closing the

Offering in the amount anticipated or at all, the use of proceeds of the Offering and ability to renounce

the flow through expenditures. Readers are cautioned that the foregoing list of risk factors should not

be construed as exhaustive. These statements speak only as of the date of this release or as of the

date specified in the documents accompanying this release, as the case may be. The Company

undertakes no obligation to publicly update or revise any forward-looking statements except as

expressly required by applicable securities laws.

Neither the 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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/125122