Harvest Gold Closes its Flow-Through Private Placement
Harvest Gold Closes its Flow-Through Private Placement
Vancouver, British Columbia / December 1 7, 2021 - Harvest Gold Corporation (TSX.V: HVG)
(“Harvest Gold” or the “ Company”) is pleased to announce that, subject to the approv al of the TSX
Venture Exc hange (the “ Exchange”), it has closed its non-brokered private placement (the “ Private
Placement”) issuing 11,076,000 flow-through units (the “FT Units”) at a price of $0.125 per FT Unit for
aggregate gross proceeds of $1,384,500.
Each FT Unit consists of one flow-through common share (a “Share”) and one-half of one common share
purchase warrant (a “Warrant”) with each whole Warrant exercisable at a price of $ 0.20 per Share for a
period of two years, provided that if 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 $0.40 or greater per Share during
any fifteen (15) non-consecutive trading day period af ter June 1, 2022, the Warrants will expire at 4:0 0
p.m. ( Pacific time) on the 30th day after the date on which the Company provides notice of such
accelerated expiry to the holders of the Warrants (the “Accelerated Expiry Provisions”).
The Company paid finder ’s fees of $ 50,550, 555,600 finder’s warrants (the “Finder’s Warrants”) and
151,200 Shares to Haywood Securities Inc., Canaccord Genuity Corp., PI Financial Corp., Accilent
Capital Management Inc., Echelon Wealth Par tners Inc. and Sightline Wealth Management LP. The
Finder’s Warrants are non -transferable and ex ercisable at a price of $0.20 per Share for a peri od of two
years, subject to the Accelerated Expiry Provisions.
All securities issued in the Private Placement will be sub ject to the Exchange hold period, plus a hold
period of four months and one day following the closing date of the Private Placement.
Richard J. Mark, President, CEO and a di rector of the Company, subscribed for 200,000 FT Units,
Christopher P. Cherry, CFO and a director of the Company , subscribed for 200,000 FT Units, Len
Brownlie, a director of the Com pany, subscribed for 40,000 FT Units , Joel Matheson, a director of th e
Company, subscribed for 40,000 FT Units, Patrick Donnelly, a director of the Company, subscribed for
16,000 FT Units and Jan Urata, Corporate Secretary of the Company, subscribed for 80,000 FT Units.
As such, their participation constitute s a “related party t ransaction” as defined und er 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 approval requirements of MI
61-101 as neither the fair market value of the FT Units acquired by the insiders, nor the consideration for
the FT Units paid by such insiders, exceed 25% of the Company’s market capitalization.
The Company intends to use the g ross proceeds of the Private Placement for its first dri ll program at
Emerson, a 2D IP program at Jacobite and ancillary exploration expenses in 2022.
About Harvest Gold Corporation
Harvest Gold is focu sed on th e Interior P lateau of British Columbia explor ing for near surface Gold
deposits and Coppe r Gold Porph yry deposits. Harvest Gold’s board of directors, management team and
technical advisors have collective geological and financing experience exceeding 400 years.
Harvest Gold acknowledges that the Eme rson and Goa thorn Projects ar e situated in t he tradition al
territory of the We t’suet’en Nation while the Jacobite Project is situated in the traditional territory of the
HARVEST GOLD CORPORATION
Suite 400 – 1681 Chestnut Street
Vancouver, BC V6CJ 4M6
T: (604) 737-2303
F: (604) 737-1140
W: www.harvestgoldcorp.com
2
Lake Babine Nation. Harvest Gol d is comm itted to developing positive and mutually ben eficial
relationships based on respect and transparency with local Indigenous communities.
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
@ 604.737.2303 or [email protected]
Neither TSX Ventur e 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 inclu des certain statements that may be deemed "forward looking statements". All statements in this news
release, other tha n statements of historical f acts, that address events or deve lopments th at Harvest Gold ex pects to occur, are
forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates", "believes", " intends", "estimates", "proje cts", "potential" and
similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur.
This news release may include technical in formation that was generated prior to the introduction of Nat ional Instrument 43-101.
Details of the sampling methods, handling, and quality control methods used in the generation of this historical technical data are
unknown to Harvest Gold, and the drill material, assay results, true widt h of intercepts herein can not 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 disclosed herein relat e to nearby properties owned by other companies,
and the data presented have been extracte d from these co mpanies’ press releases and websi tes. A Qualified Person has been
unable to verify this information from the adjacent properties, and such results are not ne cessarily indicative of pote ntial
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 g eological, geochemical and geophysical evidence or trends are future-looking and subject t o a variety of possible
outcomes which may or ma y not include the discovery, or extension, or termination of mineralization. Further, areas around
known mineralized i ntersections or surface s howings ma y be marked by wording suc h as “open”, “untested”, “pos sible
extension” or “exploration potential” or by symbols such 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 Com pany beli eves the expectations expressed in such forwa rd-looking statements are bas ed on reasonabl e
assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the
forward-looking stat ements. Factors that coul d c ause th e actual results to differ materially from those in for ward looking
statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and
general economic, mark et or b usiness conditions. Investors are cautioned that any s uch statements are not guaran tees of future
performance and actual results or developments may differ materially from those projected in the forward -looking statements.
Forward looking statements are ba sed on th e beliefs , e stimates and opinions of the Comp any’s manag ement on the date the
statements are made. Except as required by s ecurities laws, the Company undertakes no obligation to update these forward -
looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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 o r sold within t he 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 perso ns in t he United States unless registered under the U.S.
Securities Act an d any other appl icable securiti es la ws of t he 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 offering 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.