Goldrock Mines Corp.

Goldrock Mines Corp.

March 09, 2015 12:39 ET

Goldrock Closes Previously Announced CAD$6.28 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 9, 2015) - Goldrock Mines Corp. (TSX VENTURE:GRM) -


Goldrock Mines Corp. (the "Company" or "Goldrock") is pleased to announce that it has closed the non-brokered private placement previously announced on February 6, 2015 (the "Offering").

Pursuant to the Offering, the Company issued 12,578,616 common shares (the "Common Shares") to Orion Fund JV Limited ("Orion") at a purchase price of CAD$0.50 (US$0.3975) per Common Share, for aggregate gross proceeds of CAD$6,289,308 (US$5,000,000). 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.

In connection with the Offering, the Company has agreed to pay approximately US$200,000 plus G.S.T. in cash as a finder's fee to Coniston Investment Corp. (the "Consultant"). The Consultant was specifically commissioned by the Company to locate, arrange and acquire investments by strategic partners.

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.

As a result of the Offering, the Purchaser now owns approximately 12% of the Company's issued and outstanding common shares on an undiluted basis. Goldrock granted 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, "The closing of this placement with Orion represents the third above-market financing we have completed in the past 18 months, raising a total of approximately $20 million as we continue to de-risk our Lindero gold deposit and create shareholder value."

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.

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

All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to Goldrock within the meaning of applicable securities laws, including, but not limited to statements with respect to those that address the intended use of proceeds of the Offering, potential quantity and/or grade of minerals, potential size and expansion of a mineralized zone, proposed timing of exploration and development plans. Forward-looking information is often, but not always, identified by the use of words such "plan," "expect", "budget", "target", "project", "intend," "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may", "should", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including, among others, assumptions about future prices of gold and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental approvals and financing on time, obtaining renewals for existing licences and permits and obtaining required licences and permits, labour stability, stability in market conditions, availability of equipment, accuracy of any mineral resources, successful resolution of disputes and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of Goldrock and there is no assurance they will prove to be correct.

Such forward-looking information, involves known and unknown risks, which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking information, including, the expected benefits to the Company from Orion's investment; risks related to the interpretation of results at the Lindero gold Project; changes in project parameters as plans continue to be refined; current economic conditions; future prices of commodities; possible variations in grade or recovery rates; the costs and timing of the development of new deposits; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; the timing and success of exploration activities generally; delays in permitting; possible claims against the Company; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals, financing or in the completion of exploration.

Although Goldrock has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or 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 statements. Goldrock disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

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