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Canada Gold Announces $2.25 Million Private Placement & Revises Terms for Tanzanian Projects
Vancouver, British Columbia, Canada – April 25, 2012 - Canada Gold Corporation (TSX-V: CI, Frankfurt: T9NB, OTC-BB: CNGZF) ("Canada Gold" or the "Company") has arranged a non-brokered private placement (the "Private Placement") of up to 15 million units (the "Units") at a price of $0.15 per Unit, for gross proceeds of up to $2,250,000. Each Unit consisting of one share and one-half non-transferable share purchase warrant (the "Warrants"); each full Warrant entitling the holder to purchase one additional common share of the Company at a price of $0.25 for a period of 24 months from the date of closing.
The Private Placement will be subject to regulatory and TSX Venture Exchange approval. Finder's fees may be payable on this transaction. Proceeds from the Private Placement will be used to complete the acquisitions of Projects #1, #2 and #3 in Tanzania; to initiate and execute exploration programs; to investigate and conduct due diligence on other possible acquisitions; and for general working capital.
Canada Gold also reports the downward revised terms of the acquisitions in Tanzania for Projects #1, #2 and #3, collectively referred to as the "Tanzanian Projects". The aggregate consideration has been revised downwards for each Tanzanian project as outlined below, and there are no work commitments on any of the Tanzanian Projects:
Sindeni Project #1, Tanzania
| Payment Date |
Cash (US) |
Shares |
| On TSX filing (paid) |
$ 50,000 |
- |
| On TSX-V final approval |
$ 75,000 |
375,000 |
| On the 12th month anniversary |
$ 100,000 |
375,000 |
| On the 24th month anniversary |
$ 100,000 |
500,000 |
| On the 36th month anniversary |
$ 100,000 |
500,000 |
| Total |
$ 425,000 |
1,750,000 |
*The work commitment totalling US $4,000,000 is no longer
Handeni/Sindeni Project #2, Tanzania
| Payment Date |
Cash (US) |
Shares |
| Within 5 business days of LOI signing (paid) |
$ 50,000 |
- |
| On TSX-V final approval |
$ 75,000 |
375,000 |
| On the 12th month anniversary |
$ 100,000 |
375,000 |
| On the 24th month anniversary |
$ 100,000 |
500,000 |
| On the 36th month anniversary |
$ 100,000 |
500,000 |
| Total |
$ 425,000 |
1,750,000 |
Tanzania Project #3, Tanzania
| Payment Date |
Cash (US) |
| Within 7 business days of LOI signing (paid) |
$ 50,000 |
| On TSX-V final approval |
$ 50,000 |
| On the 12th month anniversary |
$ 50,000 |
| On the 24th month anniversary |
$ 50,000 |
| On the 36th month anniversary |
$ 50,000 |
| Total |
$ 250,000 |
Canada Gold is also pursuing additional opportunities in Eastern Africa and further information will be provided if and when available.
On Behalf of the Board,
Dave McMillan
President & CEO
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.
Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the Company's plans for and intentions with respect to the acquisition and exploration of the Tanzanian Projects, the possible completion of a private placement, and the intended use of proceeds constitutes "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company is able to obtain any required government or other regulatory approvals and any required financing to complete the Company's planned exploration activities, that the Company is able to procure equipment and supplies in sufficient quantities and on a timely basis, that actual results of exploration activities are consistent with management's expectations, and general risks associated with business and the timing and success in the completion of private placements. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors relating to Canada Gold's operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks may include, among others, actual results of the Company's exploration activities being different than those expected by management, uncertainties involved in the interpretation of drilling results and geological tests, delays in obtaining required government or other regulatory approvals or financing, inability to procure equipment and supplies in sufficient quantities and on a timely basis, equipment breakdowns and bad weather. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. Canada Gold does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
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