Central African Amends Private Placement and Files FOR Final Approval ON Musefu GOLD Acquisition
Central African Gold Inc. |Suite 1080, 789 West Pender Street, Vancouver, B.C., Canada, V6C 1H2 1
CENTRAL AFRICAN AMENDS PRIVATE PLACEMENT AND FILES FOR FINAL
APPROVAL ON MUSEFU GOLD ACQUISITION
Vancouver, British Columbia - (September 10, 2021) – Central African Gold Inc . (TSXV:
CAGR; FSE: BC2; OTCQB: NDENF) (the “ Corporation ” or “ Central African Gold ”)
announces it is amending the terms of the private p lacement announced on June 29, 2021, as
further amended on August 18, 2021. The private pl acement was oversubscribed and therefore
the Corporation intends to increase and complete a non-brokered private placement (the
“Financing ”) of up to 12,500,000 units (each a “ Unit ”) at a price of CAD $0.15 per Unit for
aggregate proceeds of up to CAD $1,875,000. Each unit will consist of one common share of the
Corporation (a “ Share ”) and one Share Purchase Warrant (a “ Warrant ”). Two Warrants will be
exercisable into one Share at an exercise price of CAD $0.25 per Share for a period of two years
from the date of issuance.
The proceeds from the Financing will be used for ge neral working capital purposes. In
connection with the Financing, the Corporation may pay finder’s fees in cash or securities or a
combination of both, as permitted by the policies of the TSX Venture Exchange.
The securities issued pursuant to the Financing wil l be subject to a hold period under applicable
securities laws, which will expire four months plus one day from the date of closing of the
Financing. Closing of the Financing is subject to receipt of all necessary corporate and
regulatory approvals, including approval of the TSX Venture Exchange.
The Financing may constitute a "related party trans action" under Multilateral Instrument 61- 101
Protection of Minority Security Holders in Special Transactions (" MI 61-101 ") as the investors
in the Financing may be parties closely related to the Corporation. The related party transactions
are exempt from the formal valuation requirements o f Section 5.4 of MI 61-101 pursuant to
subsection 5.5(a) of MI 61-101 and exempt from the minority approval requirements of Section
5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) o f MI 61-101, as the fair market value of the
transactions contemplated under the Financing do no t exceed 25% of the Corporation’s market
capitalization. A material change report as contemp lated by the related party transaction
requirements under MI 61-101 was not filed more tha n 21 days prior to closing of the
transactions as the Financing is required shortly after the terms of the Financing were finalized to
be able to meet the Corporation's anticipated short-term cash requirements.
MUSEFU GOLD PROJECT
The Corporation announced that further to the news release dated June 29, 2021, the Corporation
has agreed to amend the acquisition terms of the Mu sefu Gold Project by decreasing the number
of shares being issued to the vendor to 5,000,000 s hares. Central African has also decreased the
number of related Finders’ Fee shares to a total of 330,000 shares. The Corporation has applied
for final regulatory approvals for the acquisition of the project.
Central African Gold Inc. |Suite 1080, 789 West Pender Street, Vancouver, B.C., Canada, V6C 1H2 2
About Central African Gold Inc.
Central African Gold is a natural resource company with a focus on the acquisition, exploration,
development, and operation of base metal mineral pr ojects in the DRC. The implementation of a
carbon capture and carbon credit program will compl ement base metals operations, meet
important ESG requirements, and present an opportunity for early revenue. Central African Gold
has the intention to acquire interests in additiona l concessions or relinquish concessions in the
normal course of business. Central African Gold has an experienced management team located in
the DRC.
For further information, please contact:
Stephen Barley, Executive Chairman
Phone: (604-834-2968)
Email: [email protected]
Website: www.centralafricangold.com
Reader Advisory
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain “forward-looking info rmation” within the meaning of applicable securitie s laws
including the successful implementation of a carbon credit program; the acquisition of additional copp er, cobalt, and
nickel projects; the establishment of profitable re venue centers for the Corporation and its DRC partn ers; the continued
growth of the clean technology and carbon credit se ctors; the closing of the Musefu Gold acquisition,a nd the closing of
the Financing. Although the Corporation believes c onsidering the experience of its officers and direc tors, current
conditions and expected future developments and oth er factors that have been considered appropriate, t hat the
expectations reflected in this forward-looking info rmation are reasonable, undue reliance should not b e placed on them
as the Corporation can give no assurance that they will prove to be correct. Actual results and develo pments may differ
materially from those contemplated by these stateme nts. The statements in this press release are made as of the date of
this release. The Corporation undertakes no obliga tion to comment on analyses, expectations or statem ents made by
third parties in respect of the Corporation its securities, or its financial or operating results.