Mill City Gold Corp.

Mill City Gold Corp.

November 12, 2013 12:27 ET

CORRECTION FROM SOURCE: Mill City Announces Closing of Private Placement

CALGARY, ALBERTA--(Marketwired - Nov. 12, 2013) - This document corrects and replaces the press release previously issued yesterday at 19:30 EST. The date of March 11, 2014 in the 2nd paragraph has been changed to March 12, 2014.

MILL CITY GOLD CORP. ("Mill City" or the "Company") (TSX VENTURE:MC)(OTCBB:MCYGF)(FRANKFURT:NJ6) is pleased to announce that it has closed its previously announced non-brokered private placement of units (the "Offering"). The Company issued 10,000,000 units at a price of $0.02 per unit with each unit consisting of one common share (a "Share") and one transferable common share purchase warrant (a "Warrant"), raising gross proceeds of $200,000. Each Warrant entitles the holder thereof to purchase one additional Share for a period of 5 years at a price of $0.05 per Share for the first year and $0.10 per Share for the remaining four years.

The Shares and any common shares issuable upon exercise of Warrants are subject to a hold period and may not be traded until March 12, 2014 except as permitted by applicable securities legislation and the rules of the TSX Venture Exchange.

The net proceeds of the Offering will be used toward payment of outstanding payables, general and administrative expenses and to maintain Mill City's properties.

Janice Brown, the Company's Chief Financial Officer, Corporate Secretary and a Director, was the sole subscriber under the Offering. Prior to the Offering, Mrs. Brown held warrants exercisable to purchase 294,118 Shares and did not hold any Shares. As a result of the Offering, Mrs. Brown owns 10,000,000 Shares, 10,294,118 warrants and 323,529 stock options, which represent approximately 65.4% of the Company's outstanding Shares on an un-diluted basis and 79.6% on a partially-diluted basis (assuming exercise of only the convertible securities held by Mrs. Brown). Mrs. Brown acquired her units under the Offering for investment purposes and may increase or decrease her ownership of securities of the Company from time to time.

Upon closing of the Offering, Mrs. Brown became a 'Control Person', as defined under the policies of the TSX Venture Exchange. The shareholders approved the creation of a Control Person at the Company's annual general meeting held on November 4, 2013.

The Company did not file a material change report more than 21 days before the expected closing of the Offering as closing of the Offering was subject to shareholder approval and the Company wished to close the Offering on an expedited basis upon obtaining shareholder approval.

For further information please visit the Company's website at


James R. Brown, Chairman, President & 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.

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