Getchell Completes Final Tranche of $1,650,000 Private Placement
Getchell Gold Corp. Completes Final Tranche of
$1,650,000 Private Placement
Toronto, Ontario--(Newsfile Corp. - January 29, 2020) -
Getchell Gold Corp. (CSE: GTCH) ("Getchell" or the "Company")
is pleased to announce it has closed the second and final tranche of its previously announced non-brokered private placement.
The second tranche consisted of the issuance of 6,491,667 units (each a "
Unit
") at a price of $0.10 per Unit for gross proceeds
of $649,167, and combined with the first tranche, the Company raised aggregate gross proceeds of $1,650,000.
Each Unit consists of one common share and one warrant of the Company. Each warrant entitles the holder to acquire one
common share at a price of $0.14 per share for a period of two years from the date of issuance. At the Company's option, the
exercise of the warrants issued under the private placement can be accelerated if the closing price of the Company's common
shares trade above $0.25 for 10 consecutive days. If the Company elects to accelerate the exercise of warrants, the warrant
holders will have 30 days to exercise their warrants after receiving notice via press release from the Company.
In connection with the second tranche, the Company paid aggregate finder's fees of $33,500 in cash and issued 251,000 non-
transferable compensation options and 84,000 non-transferable finder's warrants. Each compensation option is exercisable at a
price of $0.10 per unit to acquire either: (a) one common share and one warrant until January 29, 2022; or (b) one common
share until January 29, 2025. Each warrant entitles the holder to acquire one common share at a price of $0.14 per share for a
period of two years from the date of issuance.
The Company's use of net proceeds from the financing is for: US$100,000 payment to Canarc Resources Corp. ("
Canarc
") and
first year work commitment, due under the definitive agreement between Getchell and Canarc, whereby Getchell holds the option
to acquire 100% of the Fondaway Canyon and Dixie Comstock properties (the "
Properties
") located in Nevada, from Canarc
(see news releases dated October 17, 2019 and January 7, 2020 -
http://www.getchellgold.com/news.html
), as well as further
exploration of the Properties and
Star Point and Hot Springs Peak projects, and general working capital. The US $100,000 first
year cash and share payments due to Canarc have been delivered.
The securities issued pursuant to the final tranche of the private placement are subject to a statutory four month hold period
expiring on May 30, 2020, in accordance with applicable securities laws.
The Company issued a total of 191,667 common shares to two directors, who are also senior officers of the Company, in the
second tranche of the private placement in consideration for an aggregate of $19,167. The participation of each insider in the
private placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 -
Protection of
Minority Security Holders in Special Transactions
("
MI 61-101
"). The Company has relied on exemptions from the formal
valuation and minority shareholder requirements of MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) in respect of
related party participation in the private placement as the fair market value of the insider's participation does not exceed 25% of
the Company's market capitalization.
Bill Wagener, Chairman and CEO stated that he is appreciative of shareholders ongoing support and the interest from new
shareholders. He adds that Getchell is excited with the potential opportunities to increase shareholder value by advancing its
current properties and in particular the advanced exploration stage
Fondaway Canyon property with a historical resource
estimate of 409,000 ounces in the indicated and 660,000 ounces in the inferred categories, optioned from Canarc.
Fondaway Canyon was the subject of a 2017 Technical Report commissioned by Canarc Resources Corp. with a historical
estimate of Indicated resources of 409,000 oz. Au grading 6.18 g/t and Inferred resources of 660,000 oz. Au grading 6.4 g/t.
Canarc drilled 7 holes in 2017 which all intersected multi-gram mineralization, both within the area of the historical estimate and
outside, that have not been included in the Technical Report. In addition, there are multiple untested exploration targets, including
near-surface oxide gold that are located along structure and in favorable host rock.
Dixie Comstock has a historic resource estimate, and mineralization remains open down-dip and to the east.
Property Descriptions
Fondaway Canyon is an advanced stage gold property located in Churchill County, Nevada. The land package contains 136
unpatented lode claims. The property has a history of previous surface exploration and mining in the late 1980's and early
1990's.
The 2017 Technical Report commissioned by Canarc and authored by Techbase International Ltd. has a historical Indicated
resource estimate of 409,000 oz. Au contained in 2,050,000 tonnes grading 6.18 g/t and Inferred resource estimate of 660,000
oz. Au contained in 3,200,000 tonnes grading 6.4 g/t, using a 1.8 m width cut-off and a cut-off grade of 3.43 g/t Au.
The Fondaway Canyon mineralization is contained in a series of 12 steeply dipping en-echelon quartz- sulphide shears
outcropping at surface and extending laterally over 1,200 m, with drill proven depth extensions to > 400 m. The deposit is hosted
by Mesozoic age sediments and minor volcanics and is classified as "orogenic", ranging from mesothermal to epithermal in
depositional environment. Mineralization is hosted within shears, spatially- and temporaneously-related to certain dykes that
occupy the shears, but mineralization also permeates into the hosting sediments. Additional exploration targets include near-
surface oxide gold along favorable structural and host rock targets and deeper extensions of the sulphide zones.
This historic resource estimate was completed by Techbase International Ltd of Reno, Nevada, and it is contained within a NI
43-101 report dated April 3, 2017 that was commissioned by Canarc Resource Corp of Vancouver, B.C., Canada. The
resource estimate was compiled only from drill holes that could be validated (591 holes @ 49,086 m), a sufficient amount to
deem the historic resource as reliable. Using Techbase software, a method of polygons was used along each vein. With a
minimum 0.10 opt Au and 1.8 m horizontal vein width used as cut-off parameters, twelve veins had sufficient composited
intercepts within the sulfide mineralization for the estimate. No capping or cutting of grades was applied. The historical resource
estimate used classifications in accordance with NI 43-101 standards, namely, "indicated" and "inferred". A review and/or
recalculation of the historic resource is required by an independent Qualified Person to confirm these as current resources as
defined by NI 43-101. A qualified person has not done sufficient work to classify the historical estimate as current mineral
resources; and the issuer is not treating the historical estimate as current mineral resources.
Dixie Comstock, also located in the Churchill County, Nevada, consists of 26 unpatented lode claims and has a historic resource
estimate. The Company is not relying on the historic estimate. There is also evidence of some historic mining, but no records of
production are available.
The Dixie Comstock deposit is classified as a low-sulfidation epithermal system localized along an east-dipping range-front
normal fault. The mineralization is hosted by Jurassic gabbro and mafic tuff in the footwall of the fault, by silicification within the
fault zone, and within tuffaceous sediments in the hanging wall of the fault.
Qualified Person
John Nebocat, PEng., is the Qualified Person (as defined in NI 43-101) who reviewed and approved the contents of this news
release.
For further information please visit the Company's website at
www.getchellgold.com
or contact the Company at
.
Mr. William Wagener, Chairman & CEO
Getchell Gold Corp.
+1 303 517 8764
The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy
or accuracy of this news release. Not for distribution to U.S. news wire services or dissemination in the United States.
Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation.
Forward-looking information includes, but is not limited to, statements with respect to the private placement and the
completion thereof and the use of proceeds. Generally, forward-looking information can be identified by the use of forward-
looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results
"will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such
statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the
actual results to be materially different from those expressed or implied by such forward-looking statements or forward-
looking information, including: the receipt of all necessary regulatory approvals, use of proceeds from the financing, capital
expenditures and other costs, and financing and additional capital requirements. Although management of Getchell have
attempted to identify important factors that could cause actual results to differ materially from those contained in forward-
looking statements or forward-looking information, 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. Accordingly, readers should not place undue
reliance on forward-looking statements and forward looking information. The Company will not update any forward-looking
statements or forward-looking information that are incorporated by reference herein, except as required by applicable
securities laws.
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/51946