Gold Rush Cariboo Corp. Announces Non-brokered Private Placement

Toronto, Ontario--(Newsfile Corp. - August 21, 2019) - Gold Rush Cariboo Corp. (TSXV: GDBO) (OTC: SGRWF) ("Gold Rush" or the "Company") is pleased to announce that it intends to complete a private placement of special warrants (the "Special Warrants") at a price of $0.01 per Special Warrant (the "Purchase Price") for gross proceeds of up to $700,000 (the "Offering"). Each Special Warrant is exchangeable, for no additional consideration, into one-tenth (1/10) of a unit of the Company (each a "Unit") resulting in subscribers receiving one whole Unit for each ten (10) special warrants, for a deemed price of $0.10 per whole Unit, purchased following the Consolidation (as defined below) of the common shares of the Company as set out below. Each whole Unit is comprised of one common share of the Company (each a "Warrant Share") and one-half of one whole common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one-tenth (1/10) of a Warrant Share for a period of two (2) years after the closing date of the Offering at a price of $0.15 per Warrant Share (subject to adjustment following the Consolidation).

The Special Warrants shall be automatically exchanged for Units upon satisfaction of the following conditions (collectively the "Exercise Conditions"):

  • the completion of a consolidation of the outstanding common shares of the Company on a 10 (old) common shares for 1 (new) common share (the "Consolidation");

  • receipt of approval of the TSX Venture Exchange for the Offering and the Consolidation; and

  • receipt of all regulatory approvals required for the Offering and the Consolidation.

The Company shall use its reasonable best efforts to satisfy the Exercise Conditions. In the event that the Exercise Conditions are not satisfied on the date that is six months after the closing date of the Offering, the Special Warrants shall be redeemed at the Purchase Price for the Special Warrants.

It is expected that the closing of the Offering will occur on or before September 15, 2019.

Certain eligible persons ("Finders") will be paid a cash commission equal to 6% of the gross proceeds of the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available

Conan Taylor

We Seek Safe Harbour

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.

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including, but not limited to, the timing of future exploration work or drilling, and the expansion of the mineralization. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Gold Rush Cariboo Inc.., including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, dependency upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.

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