Vancouver, British Columbia, September 16, 2014, Klondike Gold Corp. (TSX.V:KG) (“Klondike Gold” or the “Company”) announces that it has closed its acquisition of 46799 Yukon Inc., in consideration for the issuance of 6,435,000 common shares of the Company at a deemed price of $0.20 per share. 46799 Yukon Inc. is the holder of the other 50% interest in the joint venture on the Company’s Indian River Property located in the Yukon Territory. As a result of the acquisition the Company now holds an undivided 100% interest in the property subject to an existing third party 5% royalty on production of gold or other minerals. The securities issued in connection with this transaction are subject to a four month statutory hold period.
The Company also announces that pursuant to this transaction, Fiore Financial Corporation, a Company owned and controlled by Frank Giustra, acquired ownership and control of 2,964,500 shares at a deemed price of $0.20 per share, representing 15.35% of the issued and outstanding common shares of the Company.
As a result of this acquisition of securities described above, Fiore Financial Corporation, a Company owned and controlled by Frank Giustra, and Frank Giustra personally will hold in aggregate, 3,209,750 common shares of the Issuer, representing 16.62% of the current issued and outstanding shares. Fiore Financial Corporation together with its joint actors, has acquired the common shares for investment purposes and, as disclosed in the Early Warning Report accompanying this news release, may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.
The Company has also been advised that pursuant to this acquisition, 451178 BC Ltd., a Company owned and controlled by Roberto Aquilini, acquired 2,839,500 shares at a deemed price of $0.20 per share, representing 14.71% of the current issued and outstanding common shares of the Company.
As a result of this acquisition described above 451178 BC Ltd., and Trisec Securities Inc., both companies owned and controlled by Mr. Aquilini, will hold in aggregate, 2,839,500 common shares of the Issuer, representing 14.71% of the current issued and outstanding shares of the Issuer and would own 3,102,000 common shares, representing 15.85% on a partially diluted basis, assuming exercise of the 262,500 warrants held by Trisec Securities Inc. 451178 BC Ltd., together with its joint actors, has acquired the common shares for investment purposes and, as disclosed in the Early Warning Report accompanying this news release, may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.
ABOUT KLONDIKE GOLD CORP.
Klondike Gold Corp., is a Canadian exploration company with offices in Vancouver, British Columbia, and Dawson City, Yukon. The Company is focused on the development of its Yukon gold properties, and also holds a large portfolio of gold and base metal projects in southeastern British Columbia.
On behalf of Klondike Gold Corp.
President and CEO
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 release.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the acquisition of the shares of 46799 Yukon Inc. and the combination of the companies. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, and include statements regarding: (a) the acquisition of the remaining of the issued and outstanding shares of 46799 by Klondike Gold, and (b) the receipt of approval from the TSX Venture Exchange for the acquisition of the shares of 46799. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including: (1) TSX Venture Exchange approval is not obtained for the acquisition of the shares or the closing of the transaction, (2) the inherent uncertainties and speculative nature associated with the exploration for gold mineralization, including the actual results of current exploration activities, changes in project parameters as plans continue to be refined, failure of equipment or processes to operate as anticipated, accidents or other risks of the mining industry, (3) a decrease in the demand for and/or a decrease in the price for gold, (4) any number of events or causes which may delay or cease exploration and development of the Company’s property interests, such as environmental liabilities, weather, mechanical failures, safety concerns and labour problems, (5) the risk that the Company does not execute its business plan, (6) inability to retain key employees, (7) inability to finance operations and growth, (8) an extended downturn in general economic conditions in North America and internationally, (9) an increase in the number of competitors with larger resources, and (10) other factors beyond the Company’s control. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements. Additional information about these and other assumptions, risks and uncertainties are set out in the “Risks and Uncertainties” section in the Company’s MD&A filed with Canadian security regulators at www.sedar.com.