VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 05/29/12 -- Carlin Gold Corporation (TSX VENTURE: CGD) ("Carlin" or the "Company") is pleased to announce that it has entered into an agreement with Electrum Gold Exploration LLC ("Electrum") providing for the sale to Electrum on a private placement basis of 21,404,647 units at a price of $0.125 per unit for aggregate gross proceeds of $2.68 million. Each unit consists of one common share of Carlin and one common share purchase warrant of Carlin ("Warrant"). Each warrant will be exercisable for a period of five years after the closing of the transaction at an exercise price of $0.16 per common share. Upon closing of the transaction, Electrum would become Carlin's largest shareholder, owning approximately 27% of the Company's issued and outstanding common shares and would own approximately 40% of the Company on a fully diluted basis. Under the terms of the agreement, Electrum will have the right to designate two nominees to the Company's board of directors, and the right of pro rata participation in future financings of the Company.
The proceeds of the financing will be primarily used for exploration on Carlin's Nevada properties. The completion of the transaction is subject to a number of closing conditions, including TSX Venture Exchange approval and Carlin shareholder approval.
Carlin is a junior resource company focused on gold exploration. The Company owns a 100% interest in three mineral properties in Nevada, U.S.A., all of which represent Carlin-type gold targets. Carlin also owns a 50% interest in 3,960 mineral claims in Yukon, Canada held in an equal joint venture with Constantine Metals Resources Ltd., which were the subject of a now expired spin-out letter of intent with Urban Select Capital Corp.
K. Wayne Livingstone, President and Chief Executive Officer
Forward looking statements: This news release includes certain "forward-looking information within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively "forward looking statements")." Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast", "expect", "potential", "project", "target", "schedule", budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this release are forward-looking statements that involve various risks and uncertainties. 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.
Forward-looking statements are based on a number of material factors and assumptions. Important factors that could cause actual results to differ materially from Carlin's expectations include availability of capital and financing in connection with the proposed private placement, regulatory approval, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements.
This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 news release.
Carlin Gold Corporation
K. Wayne Livingstone
President and Chief Executive Officer
(604) 608-3878 (FAX)