/NOT FOR DISTRIBUTION TO
Each Warrant will entitle the holder to acquire one Share at a price of
Prior to the closing of the Offering, Barrian intends to complete a consolidation on the basis of two (2) pre-consolidation Shares for one (1) post-consolidation Share (the "Consolidation").
Net proceeds from the Offering will be used by the Company to make certain payments to Liberty Gold Corp. (TSX: LGD) in connection with the Kinsley Acquisition (defined below), to fund exploration and maintenance costs on its properties and for general working capital purposes. Please see Barrian's news release dated
The closing of the Offering is subject to a number of conditions, including but not limited to, approval by the Exchange of the Offering, the satisfaction of the conditions of closing of the Kinsley Acquisition, including final approval by the Exchange of the Kinsley Acquisition and minimum gross proceeds from the Offering of
Agents' Compensation
On the closing of the Offering, the Company has agreed to pay the Agents a cash commission equal to 7% (3.5% in respect of a set amount of President's List purchasers) of the gross proceeds of the Offering and to issue to the Agents non-transferrable warrants (the "Agents' Warrants") equal to 7% (3.5% in respect of a set amount of President's List purchasers) of the aggregate number of Units issued pursuant to the Offering exercisable for the purchase of Units at
The Units, the Shares and Warrants comprising the Units and the Agents' Warrants will be subject to a hold period of four months and one day from their date of issue in accordance with applicable securities laws.
About
On behalf of the Board of Directors,
/s/ "Max Sali"
Neither the
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in
Forward Looking Information
This news release includes certain statements that constitute "forward-looking information or statements" within the meaning of applicable securities law, including without limitation, completing the Offering, completing the Consolidation, obtaining
There can be no assurance that the proposed transaction with Liberty Gold will be completed or, if completed, will be successful.
Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved), and variations of such words, and similar expressions are not statements of historical fact and may be forward-looking statements. Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, anticipated costs and the ability to achieve goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company's planned exploration activities will be available on reasonable terms and in a timely manner. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.
Forward-looking statements are subject to a variety of risks and uncertainties, which could cause actual events, level of activity, performance or results to differ materially from those reflected in the forward-looking statements, including, without limitation: (i) risks related to gold and other commodity price fluctuations; (ii) risks and uncertainties relating to the interpretation of exploration results; (iii) risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses; (iv) that resource exploration and development is a speculative business; (v) that the Company may lose or abandon its property interests or may fail to receive necessary licences and permits; (vi) that environmental laws and regulations may become more onerous; (vii) that the Company may not be able to raise additional funds when necessary; (viii) the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; (ix) exploration and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in exploration and development; * competition; (xi) the potential for delays in exploration or development activities or the completion of geologic reports or studies; (xii) the uncertainty of profitability based upon the Company's history of losses; (xiii) risks related to environmental regulation and liability; (xiv) risks associated with failure to maintain community acceptance, agreements and permissions (generally referred to as "social licence"); (xv) risks relating to obtaining and maintaining all necessary government permits, approvals and authorizations relating to the continued exploration and development of the Company's projects; (xvi) risks related to the outcome of legal actions; (xvii) political and regulatory risks associated with mining and exploration; (xix) risks related to current global financial conditions; and (xx) other risks and uncertainties related to the Company's prospects, properties and business strategy. These risks, as well as others, could cause actual results and events to vary significantly.
Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants, adverse weather conditions, increase in costs, equipment failures, litigation, exchange rate fluctuations, failure of counterparties to perform their contractual obligations and fees charged by service providers. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company 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 expressly required by applicable securities legislation.
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