Harvest Gold Announces Closing of Oversubscribed Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES
Harvest Gold Announces Closing of Oversubscribed Non-Brokered Private Placement
Vancouver, British Columbia / December 10, 2020 - Harvest Gold Corporation (TSX.V: HVG)
(“Harvest Gold” or the “Company”) announces that, subject to the approval of the TSX Venture Exchange
(the “Exchange”), it has closed its oversubscribed non-brokered private placement (the “Private Placement”)
issuing 6,475,499 units (each a “ Unit”) at a price of $0.15 per Unit and 645,000 flow-through units (each a
“FT Unit”) at a price of $0.22 per FT Unit, raising total gross proceeds of $1,113,224.
Unit Financing
Each Unit consists of one common share (a “ Share”) and one transferable warrant with each warrant (a
“Warrant”) exercisable at a price of $0.25 for a period of two years, provided that in the event that the closing
price of the Company’s Shares on the Exchange (or such other exchange on which the Company’s Shares may
become traded) is $0.35 or greater per Share during any fifteen (15) trading day period at any after the closing
date, the Warrants will expire at 4:00 p.m. (Vancouver, BC time) on the 30th day after the date on which the
Company provides notice of such accelerated expiry to the holders of the Warrants.
FT Units Financing
Each FT Unit consists of one flow-through common share and one Warrant with each Warrant exercisable at
a price of $0.30 for a period of two years, provided that in th e event that the closing price of the Company’s
Shares on the Exchange (or such other exchange on which the Company’s Shares may become traded) is $0.44
or greater per Share during any fifteen (15) trading day period after the closing date, the Warrants will expire
at 4:00 p.m. (Vancouver, BC time) on the 30th day after the dat e on which the Company provides notice of
such accelerated expiry to the holders of the Warrants.
All securities issued in the Pr ivate Placement will be subject to a hold period of four months and one day
following the closing date of the Private Placement.
The Company paid finders fees of $69,249.24 and 441,735 finder’ s warrants (the “ Finder’s Warrants”) to
PI Financial Corp., Canaccord Genuity Corp., Leede Jones Gable Inc., Raymond James Ltd. and Haywood
Securities Inc. The Finder’s War rants are non-transferable and exercisable on the same terms as the Private
Placement Warrants.
The Company intends to use the gross proceeds of the Private Pl acement for its initial exploration activities
on its three 100% owned BC Properties. They will include plann ing, permitting, Indigenous consultations,
airborne geophysics and reconnaissance drilling on its Emerson property. The funds will also be used for
continuing due diligence costs, marketing and general working capital.
Richard J. Mark, President, CEO and a director of the Company, subscribed for 150,000 Units through his
company, RJ Mark Consulting Inc., and 35,000 FT Units personall y; Patrick Donnelly, a director of the
Company subscribed for 33,333 Units; Len Brownlie, a director of the Company, subscribed for 60,000 Units,
Christopher P. Cherry, CFO and a director of the Company, subscribed for 50,000 Units through his company,
Cherry Consulting Ltd., Ed Zablo tny, a director of the Company, subscribed for 20,000 Units and Joel
Matheson, a director of the Company, subscribed for 20,000 Units.
HARVEST GOLD CORP.
Suite 804 – 750 West Pender Street
Vancouver, BC V6C 2T7
T: (604) 682-2928
F: (604) 685-6905
W: www.harvestgoldcorp.com
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As such, their participation constitutes a “related party trans action” as defined under Multilateral Instrument
61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is
exempt from the formal valuation and minority shareholder appro val requirements of MI 61-101 as neither
the fair market value of the Units acquired by the insiders, no r the consideration for the Units paid by such
insiders, exceed 25% of the Company’s market capitalization.
About Harvest Gold Corporation
Harvest Gold is focused on the Interior Plateau of British Columbia exploring for near surface Gold deposits
and Copper Gold Porphyry deposits. Harvest’s Board of Directors, management team and technical advisors
have collective geological and financing experience exceeding 400 years.
ON BEHALF OF THE BOARD OF DIRECTORS
Rick Mark
President and CEO
Harvest Gold Corporation
For more information please contact:
Rick Mark or Jan Urata
@ 604.682.2928 or [email protected]
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.
Forward Looking Information
This news release includes certain statements that may be deeme d "forward looking statements ". All statements in this
news release, other than statements of historical facts, that address events or developments that Harvest Gold Corporation
(the “Company”) expects to occur, are forward looking statements. Forward looking statements are statements that are not
historical facts and are generall y, but not always, identified by the words "expects", "plans ", "anticipates", "believes",
"intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may",
"could" or "should" occur.
This news release includes technical information that was gener ated prior to the introduction of National Instrument 43-
101. Details of the sampling met hods, handling, and quality con trol methods used in the generation of this historical
technical data are unknown to Harvest Gold, and the drill material, assay results, true width of intercepts herein cannot be
and have not been verified by the Company’s Qualified Person for the purposes of National Instrument 43-101.
A number of mineral resources or significant occurrences disclo sed herein relate to nearby properties owned by other
companies, and the data presented have been extracted from thes e companies’ press releases and websites. A Qualified
Person has been unable to verify this information from the adja cent properties, and such results are not necessarily
indicative of potential quantities or grades of mineralization on the Company’s properties.
Relating to exploration, the identification of exploration targets and any implied future investigation of such targets on the
basis of specific geological, geochemical and geophysical evidence or trends are future-looking and subject to a variety of
possible outcomes which may or may not include the discovery, o r extension, or termination of mineralization. Further,
areas around known mineralized intersections or surface showings may be marked by wording such as “open”, “untested”,
“possible extension” or “explora tion potential” or by symbols s uch as “?”. Such wording or symbols should not be
construed as a certainty that mineralization continues or that the character of mineralization (e.g. grade or thickness) will
remain consistent from a known and measured data point. The key risks related to exploration in general are that chances
of identifying economical reserves are extremely small.
Although the Company believes the expectations expressed in suc h forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual results may differ materially from those
in the forward looking statements. Factors that could cause the actual results to differ materially from those in forward
looking statements include market prices, exploitation and exploration successes, and continued availability of capital and
financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not
guarantees of future performance and actual results or developm ents may differ materially from those projected in the
forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s
management on the date the statements are made. Except as requi red by securities laws, the Company undertakes no
obligation to update these forward-looking statements in the ev ent that management's beliefs, estimates or opinions, or
other factors, should change.
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The securities referred to in this news release have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable securities laws of any state of the
United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States
unless registered under the U.S. Securities Act and any other a pplicable securities laws of the United States or an
exemption from such registration requirements is available.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within
any jurisdiction, including the United States. Any public offe ring of securities in the United States must be made
by means of a prospectus containing detailed information about the company and management, as well as financial
statements.