KORE Mining Completes Spin Out Transaction Creating Karus Gold, A Leading British Columbia Gold Explorer
1
KORE Mining Completes Spin Out Transaction Creating
Karus Gold, A Leading British Columbia Gold Explorer
Vancouver, BC J anuary 2 5, 2021 - KORE Mining Ltd. (TSXV: KORE | OTCQX : KOREF) (“ KORE” or the
“Company”) and Karus Gold Corp. (“Karus Gold”) are pleased to announce that they have closed the plan
of arrangement (the “ Arrangement”) previously announced on December 16, 2020, pursuant to which
KORE has spun-out its Canadian assets to Karus Gold effective as of 12:01 a.m. (Vancouver time) (the
“Effective Time”) on January 25, 2021 (the “Effective Date”).
KORE CEO and Karus Gold Director, Scott Trebilcock commented, “Karus Gold is well positioned with a
large 1,000 kilometer square lan d position in the re -emerging Cariboo Gold District of BC. With two
advanced exploration projects, including FG Gold and Gold Creek, and supported by news flow from 19
drill holes at the lab, Karus Gold is strongly positioned to attract capital and generate value for
shareholders. We are excited to see Karus Gold’s assets exposed to the valuation forces of a pure play
explorer.”
Mr. Trebilcock continued, “Karus Gold will now raise seed capital in a rights offering. This is a rare
opportunity for shareholders to access seed round financing usually reserved for industry insiders. Karus
Gold then plans to list its shares on the TSX Venture Exchange later in the first half of 2021 , subject to
regulatory approvals.”
Pursuant to the Arrangement, the owners of common shares of KORE will receive: (i) one -half of a
common share of Karus Gold; and (ii) one new common share of KORE, for every common share of KORE
held at the close of business on January 22, 2021.
The KORE shares will continue trading under the existing CUSIP (50066W105) until markets close today
and will then be delisted. Effective at the opening on Tuesday, January 26, 2021, the new KORE shares will
begin trading under the new CUSIP number 50067K100. There is no change in the Company’s trading
symbol on the TSX Venture Exchange or on the OTCQX in the United States.
To be clear, there is no change to a shareholder’s ownership of KORE as a result of the completion of the
Arrangement. The majority of shareholders (those who hold their shares through their broker) will receive
their Karus shares with no further action. Please contact the Company if you do not get your Karus shares
by mid-February.
Early Warning
As a result of the Arrangement, Mr. Sprott through 2176423 Ontario Ltd. (“2176423”), will receive
13,659,222 common shares of Karus Gold and 1,750,000 Karus Gold common share purchase w arrants
representing approximately 25.7% of the issued and outstanding common shares of Karus Gold on a non-
diluted basis and approximately 28.1% of the issued and outstanding common shares of Karus Gold on a
partially diluted basis assuming exercise of such Karus Gold warrants. Prior to the Arrangement, Mr.
Sprott did not beneficially own or control any securities of Karus Gold.
The securities above are held by Mr. Sprott for investment purposes. Mr. Sprott has a long -term view of
2
the investment and may acquire additional securities of Karus Gold including on the open market or
through private acquisitions , or sell securities of Karus Gold including on t he open market or through
private dispositions in the future depending on market conditions, reformulation of plans and/or other
factors that Mr. Sprott considers relevant from time to time.
A copy of 2176423’s early warning report will appear on Karus Gold’s profile on SEDAR and may also be
obtained by calling Mr. Sprott’s office at (416) 945-3294 (200 Bay Street, Suite 2600, Royal Bank Plaza,
South Tower, Toronto, Ontario M5J 2J1).
About KORE Mining
KORE is 100% owner of the Imperial and Long Valley gold projects assets in California. Both projects have
positive economic assessments put KORE on the path to over 250,000 ounces of gold production. KORE is
supported by strategic investor Eric Sprott who owns 26% of KORE’s basic shares. KORE management and
Board are aligned with shareholders, owning an additional 38% of the basic shares outstanding. KORE is
actively developing its Imperial Gold project and is aggressively exploring across its portfolio of assets.
Further information on KORE can be found on the Company’s website at www.koremining.com
About Karus Gold
Karus Gold controls 1,000 kilometers square of the Cariboo Gold District (“District”) in British Columbia.
The FG Gold and Gold Creek projects are set for growth and the District is wide open for additional
discovery. Karus Gold is supported by strategic investor Eric Sprott who owns 26% of Karus’s basic shares.
Management and the Board are aligned with shareholders, owning an additional 27% of the basic shares
outstanding. Karus Gold has drill results from 2020 pending and has plans to continue aggressive
exploration in 2021.
Further information on Karus Gold can be found on the Company’s website at www.karusgold.com
On behalf of KORE Mining Ltd
“Scott Trebilcock”
Chief Executive Officer
On behalf of Karus Gold Corp
“James Hynes”
Executive Chairman and Interim Chief Executive Officer
Karus Gold Investor Support
David Jan
1-888-455-7620
KORE Investor Relations
Arlen Hansen, KIN Communications
1-888-684-6730
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.
3
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements relating to the future operations of the Company and Karus
and other statements that are not historical facts. Forward-looking statements are often identified by terms such as
"will", "may", "plan", "should", "anticipate", "expects", “intends”, “indicates” and similar expressions. All statements
other than statements of historical fact, included in this release, including, without limitation, statements regarding
the future plans and objectives of the Co mpany and Karus are forward -looking statements. Forward-looking
information involves known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from an y future results, performance or
achievements expressed or implied by the forward-looking information.
Such factors include, among others: the future potential of both KORE and Karus Gold and expectations related to
the trading price of KORE and the future listing of Karus Gold, and other expectations and assumptions concerning
the outcome of the Arrangement.
In addition to the above summary, additional risks and uncertainties inherent to the Company and its operations are
described in the “Risk Factors” section of the Company’s management discussion and analysis for the year ended
December 31, 2019, prepared as of April 27, 2020, available under the Company’s issuer profile on www.sedar.com.
Other risks and uncertainties include, among other things: the possibility of adverse reactions or changes in business
relationships resulting from the completion of the Arrangement; the failure to realize the expected benefits of the
Arrangement; and other risks inherent to both KORE and Karus’ current business and/or factors beyond their control
which could have a material adverse effect on KORE or Karus.
Forward-looking statements contained herein are made as of the date of this news release and the Company and
Karus disclaim any obligation to update any forward -looking statements, whether as a result of new information,
future events or results, except as may be required by applicable securities laws. There can be no assurance that
forward-looking information 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
information.