Duncan Park Holdings Corporation

TSX VENTURE : DPH
OTCQX : DCNPF


Duncan Park Holdings Corporation

August 27, 2013 17:35 ET

Duncan Park Announces Proposed Share Offering and Shares-for-Debt Transaction

TORONTO, ONTARIO--(Marketwired - Aug. 27, 2013) -

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Duncan Park Holdings Corporation (TSX VENTURE:DPH) (OTCQX:DCNPF) announced today that it intends to undertake a non-brokered private placement (the "Private Placement") of up to 20,000,000 common shares at a price of $0.01 per share to raise gross process of up to $200,000.

The pricing of the Private Placement is in reliance on the temporary relief measures established by the TSX Venture Exchange (the "Exchange"). Accordingly, the Private Placement and pricing of the Private Placement require approval of the Exchange having regard to the Exchange's temporary private placement relief measures. The principal purpose of the proceeds of the Private Placement is to pay the final $75,000 property payment to complete the earn-in on the McManus property after having previously made $135,000 in property payments and expended the required $1,200,000 in exploration expenses, and to provide working capital to maintain or preserve Duncan Park's existing operations, activities and assets.

Insiders of the Company are expected to participate in the Private Placement for a minimum of $50,000 of shares.

Duncan Park also announced today that it proposes to undertake a shares-for-debt transaction (the "Shares-for-Debt Transaction") whereby the Company would satisfy, in full, the repayment of certain loans made to the Company by two insiders through the issuance of 4,413,300 common shares. As previously announced, the Company had borrowed an aggregate of $215,000 from the insiders at an interest rate of 5% per annum. The Company proposes to repay the debt of $220,665 (including $5,665 of accrued interest) based on a share price of $0.05 per share.

Completion of the Private Placement and the Shares-for-Debt Transaction remain subject to, among other things, receipt of all requisite approvals, including that of the Exchange.

A material change report in respect of the Private placement and Shares-for-Debt Transaction Loan will be filed on SEDAR in accordance with applicable securities law.

About Duncan Park

Duncan Park is a Toronto-based mineral exploration company exploring for gold and other precious metals in Ontario's prolific Red Lake gold mining district.

Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to Duncan Park's proposed financing and shares-for-debt transactions. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Duncan Park to be materially different from those expressed or implied by such forward-looking information, including risks related to private placement and shares-for-debt transactions, such as market conditions and obtaining necessary financing and requisite approvals, risks associated with the exploration, development and mining industry such as economic factors, future commodity prices, changes in foreign exchange and interest rates, government regulation, environmental risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with exploration and development activities, availability of skilled labour and equipment, the speculative nature of gold exploration and development, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Duncan Park's management's discussion and analysis for the period ended May 31, 2013, available on www.sedar.com. Although Duncan Park has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Duncan Park does not undertake to update any forward-looking information contained herein, except in accordance with applicable securities laws.

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