Barkerville Gold Mines Ltd.

Barkerville Gold Mines Ltd.

June 09, 2015 14:48 ET

Barkerville Gold Mines Announces Brokered and Non-Brokered Private Placements and Debt Settlements

TORONTO, ONTARIO--(Marketwired - June 9, 2015) - Barkerville Gold Mines Ltd. (TSX VENTURE:BGM) (the "Company") is pleased to announce that it has entered into an agreement with Primary Capital Inc. (the "Agent") pursuant to which the Agent has agreed to act on behalf of the Company in connection with a proposed "best efforts" private placement offering of up to 9,375,000 flow through units ("Flow Through Units") at a price of $0.32 per Flow Through Unit, for gross proceeds of up $3,000,000 (the "FT Unit Offering"). Each Flow Through Unit will consist of one common share (a "Common Share") of the Company and one-half of one common share purchase warrant (each whole warrant, a "Warrant") with each Warrant entitling the holder thereof to purchase a Common Share at an exercise price of $0.40 for a period of eighteen month following the closing of the FT Unit Offering. Each Common Share and Warrant comprising the FT Units will qualify as a "flow through share" for purposes of the Income Tax Act (Canada). The Common Shares issuable upon exercise of the Warrants will not qualify as "flow-through shares".

The Agent will be paid a cash commission equal to 6% of the gross proceeds of the FT Unit Offering and the Company will also issue broker warrants ("Broker Warrants") exercisable to purchase that number of Common Shares equal to 6% of the aggregate number of Flow Through Units sold pursuant to the FT Unit Offering. Each Broker Warrant entitles the holder to acquire one Common Share at a price of $0.32 for a period of eighteen months from the date of the closing of the FT Unit Offering.

In addition, the Company has entered into an agreement with a strategic investor pursuant to which the Company will issue an aggregate of 6,250,000 flow through common shares ("Flow Through Shares") at a price of $0.32 per Flow Through Share for gross proceeds of $2,000,000 (the "FT Share Offering").

Debt Settlements

The Company also announces that it has entered into a debt settlement agreement with an arm's length creditor, pursuant to which the Company has settled an aggregate of $118,201 of indebtedness of through the issuance of an aggregate of 422,148 Common Shares at a price of $0.28 per Common Share (the "Debt Settlement").

Furthermore, subject to receipt of shareholder approval at its upcoming special meeting on June 30, 2015, the Company intends to settle approximately $19,000,000 of indebtedness (the "Debt") owing to 2176423 Ontario Inc., a company controlled by Mr. Eric Sprott, through the issuance of approximately 63,333,333 Common Shares (the "Settlement Shares") at a price of $0.30 per Settlement Share. The amount of the Debt and the Settlement Shares to be issued may fluctuate prior the settlement of the Debt subject to the price of gold on the date of settlement.

The Company intends to use the net proceeds from the FT Share and FT Unit Offerings to explore its extensive property package encompassing the Cariboo Mining District and related properties in British Columbia. Completion of the FT Share and FT Unit Offering sand the Debt Settlement will be conditional upon the Company obtaining TSX Venture Exchange approval and the securities issued thereunder will be subject to a four month hold period.

Cautionary Statement on Forward-Looking Information

Neither the TSX Venture Exchange ("TSXV") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, statements regarding exploration results and exploration plans. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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