Precipitate Options Reef Property (Yukon) to Golden Predator Mining
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Precipitate Options Reef Property (Yukon) to Golden Predator Mining
Vancouver, B.C. – February 13, 2017 - Precipitate Gold Corp. (the “Company” or “Precipitate”) (TSXV: PRG)
is pleased to announce that it has entered into a m ineral Property Option Agreement (the “Agreement”)
with Golden Predator Mining Corp. (“Golden Predator ”) (TSXV: GPY) pursuant to which Golden Predator
may acquire Precipitate Gold’s 100% interest in certain mineral claims known as the Reef property located
immediately adjacent to the northern boundary of Go lden Predator’s 3 Aces Project in the Upper Hyland
River area of the southeast region of the Yukon Territory.
Subject to Toronto Stock Exchange (TSXV) approval, the Option Agreement grants Golden Predator the
exclusive right to earn a 100% interest in the Property by, among other things, completing staged payments
totalling $1,050,00 in cash, approximately $900,000 in Golden Predator common shares, and 800,000
three-year warrants exercisable for the purchase of additional Golden Predator shares. Under the terms of
the Agreement, to complete the acquisition Golden Predator must deliver the following payments:
/square4 On the Closing Date : $400,000 in cash, 100,000 common shares of Golden Predator, and 100,000
warrants exercisable into common shares of Golden Predator for a period of 3 years from the date
of issuance at an exercise price of $1.50 per share;
/square4 On or before the date that is 12 months from the Cl osing Date : an additional $150,000 in cash,
100,000 common shares of Golden Predator, and 100,0 00 warrants exercisable into common
shares of Golden Predator for a period of 3 years f rom the date of issuance at an exercise price of
$2.00 per share;
/square4 On or before the date that is 24 months from the Cl osing Date : an additional $200,000 in cash,
that number of common shares of Golden Predator equ al in value to $300,000 determined at a
price per share equal to the greater of the Minimum Price and the 21-day VWAP as of such
anniversary date (the “24 Month Share Price”), and 300,000 warrants exercisable into common
shares of Golden Predator for a period of 3 years f rom the date of issuance with an exercise price
per share equal to 150% of the 24 Month Share Price; and
/square4 On or before the date that is 36 months from the Cl osing Date : an additional $300,000 in cash,
that number of common shares of Golden Predator equ al in value to $300,000 determined at a
price per share equal to greater of the Minimum Price and the 21-day VWAP as of such anniversary
date (the “36 Month Share Price”), and 300,000 warr ants exercisable into common shares of
Golden Predator for a period of 3 years from the da te of issuance with an exercise price per share
equal to 150% of the 36 Month Share Price.
Pursuant to the Agreement, Golden Predator will gra nt to Precipitate a 2% net smelter royalty (“NSR”)
royalty on claims that are not subject to a pre-exi sting royalty, and a 1% NSR royalty on claims that are
subject to a pre-existing royalty. Golden Predator may purchase 25% of the Company’s NSR royalty at an y
TSX VENTURE: PRG | www.precipitategold.com
625 Howe Street, Suite 1020, Vancouver, BC, V6C 2T6
Toll free: 855 558 0335
Direct: 604 558 0335
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time for a purchase price of $1,000,000 and an addi tional 25% of the Company’s NSR royalty at any time
for a purchase price of $1,500,000 (and aggregate o f $2,500,000 to buy back 50% of the NSR held by the
Company).
Jeffrey Wilson, Precipitate’s President & CEO state d, “We are very pleased to enter into this agreemen t
with Golden Predator whose management and technical teams have shown a proficiency for effective
exploration and discovery in the region, as evidenced by the recent and ongoing successful advancement of
the 3 Aces project. The favourable option payment terms of this agreement, specifically the initial cash and
share component received upon closing, immediately benefit Precipitate with an injection of capital fo r
ongoing advancement of our Juan de Herrera Project in the Dominican Republic and general working
capital, without the need for an unnecessarily dilu tive equity financing. In addition, the Golden Pred ator
shares and warrants issued to Precipitate in this a greement allow Precipitate and its shareholders to
directly benefit from any future exploration succes s achieved by Golden Predator, whether at the Reef
project or any other of its properties.”
The common shares issued pursuant to this agreement will be subject to a four-month hold period in
accordance with applicable securities laws. The agreement is also subject to TSXV approval.
About Precipitate Gold:
Precipitate Gold Corp. is a mineral exploration com pany focused on exploring and advancing its mineral
property interests in the Tireo Gold Trend of the D ominican Republic. The Company also maintains asset s
in northern British Columbia and southeast Yukon Te rritory and is actively evaluating additional high-
impact property acquisitions with the potential to expand the Company's portfolio and increase
shareholder value.
Additional information can be viewed at the Company’s website www.precipitategold.com.
On Behalf of the Board of Directors of Precipitate Gold Corp.,
“Jeffrey Wilson”
President & CEO
For further information, please contact:
Tel: 604-558-0335 Toll Free: 855-558-0335 [email protected]
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other
than statements of historical fact, included herein are forward looking information. Generally, forward-looking information may be identified by the
use of forward-looking terminology such as "plans", "expects" or "does not expect", "proposed", "is ex pected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such w ords and phrases, or by the use of words or
phrases which state that certain actions, events or results may, could, would, or might occur or be ac hieved. This forward-looking information
reflects Precipitate Gold Corp.’s (“Precipitate” or the “Company”) current beliefs and is based on information currently available to Company and on
assumptions it believes are reasonable. Forward-loo king information is subject to known and unknown ri sks, uncertainties and other factors that
may cause the actual results, level of activity, performance or achievements of Precipitate to be materially different from those expressed or implied
by such forward-looking information. Such risks and other factors may include, but are not limited to: the exploration concessions may not be
granted on terms acceptable to the Company, or at a ll; general business, economic, competitive, politi cal and social uncertainties; the concessions
acquired by the Company may not have attributes similar to those of surrounding properties; delay or failure to receive governmental or regulatory
approvals; changes in legislation, including enviro nmental legislation affecting mining; timing and av ailability of external financing on acceptable
terms; conclusions of economic evaluations; and lac k of qualified, skilled labour or loss of key indiv iduals. Although Precipitate has attempted to
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identify important factors that could cause actual results to differ materially from those contained i n forward-looking information, there may be
other factors that cause results not to be as antic ipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-
looking information. Precipitate does not undertake to update any forward-looking information, except in accordance with applicable securities
laws.