Goldrock Mines Corp.
TSX VENTURE : GRM

Goldrock Mines Corp.

February 06, 2015 10:27 ET

Goldrock Announces US$5 Million Private Placement at a Premium to Market with Strategic Partner

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 6, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Goldrock Mines Corp. (the "Company" or "Goldrock") (TSX VENTURE:GRM) is pleased to announce that it has entered into a subscription agreement for a non-brokered private placement (the "Offering") with Orion Resource Partners ("Orion" or the "Purchaser") for gross proceeds of US$5,000,000 through the sale of 12,578,616 common shares at a purchase price of CAD$0.50 per common share. The common share price represents a 92% premium to the closing price of the Company's common shares on the TSX Venture Exchange on February 5, 2015.

The Offering is subject to the approval of the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a hold period expiring four months and one day following the Closing Date. The Company expects to close on or around February 19, 2015. At closing, it is anticipated that the Purchaser will own approximately 12% of the Company's issued and outstanding common shares on an undiluted basis. Goldrock has agreed to grant Orion a standard pre-emptive right for as long as the Purchaser maintains ownership of at least 5% of the Company's issued and outstanding common shares.

The net proceeds from the Offering will be used for the further development of the Lindero gold project including detailed engineering and final payment on long lead items. The Company anticipates the arrival of the High Pressure Grind Roll unit, the single longest lead time item of 14 months, into Argentina early in the second quarter of 2015. The Company continues to advance discussions to fully finance Lindero which would include debt, equity and equipment manufacturer financing.

Paul Matysek, President and CEO of the Company, commented, "We are extremely pleased with this investment by Orion and the resulting strategic relationship with a mining focused private equity partner. In the past 15 months we have been fortunate to partner with two other sophisticated mining investors that have realized the deep value of the Lindero gold project and have invested in the Company at significant premiums to the market price. These funds will allow the Company to continue to advance and de-risk the full construction implementation of the Lindero project."

The Orion Mine Finance Group is a mining focused business with approximately $1.8 billion under management specializing in providing flexible capital investment solutions to junior mining companies in the base and precious metal sector. Orion has demonstrated capability in debt, equity, convertibles, off-take, streaming and royalty investments. www.orionminefinance.com

The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

About Goldrock Mines Corp.

Goldrock Mines Corp. is an emerging gold producer focused on the development of its 100% owned Lindero gold deposit located in Salta province, northwestern Argentina. The Company has been granted the primary mining permit by the Salta provincial government allowing the Company to develop the Lindero open pit, heap leach gold mine. Results of the Lindero Feasibility Study have recently been announced. Production will be at an initial throughput rate of 15,000 TPD, increasing to 18,750 TPD during the first year of operation. Average annual production will be 109,000 ounces during the first nine years.

Neither the TSX Venture Exchange, nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward-Looking Statements

This press release includes certain statements that may be deemed "forward-looking statements". All statements in this press release, other than statements of historical facts regarding the Company and the Purchaser, are forward looking statements. Forward-looking statements are characterized by words such as "plan," "expect", "budget", "target", "project", "intend," "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements in this press release include, but are not limited to, statements relating to the anticipated timing of closing of the Offering, the Purchaser's expected ownership position in the Company and the expected benefits to the Company from the Purchaser's investment. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include metal prices, exploration success, continued availability of capital and financing, the Company's ability to obtain TSX Venture Exchange acceptance of the Offering and general economic, market or business conditions. Accordingly, readers should not place undue reliance on forward-looking statements.

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