Harte Gold Corp.

Harte Gold Corp.

July 05, 2017 08:45 ET

Harte Gold Announces Closing of $25 Million Bought Deal Private Placement Including the Exercise in Full of the Underwriters' Option

TORONTO, ONTARIO--(Marketwired - July 5, 2017) -

Not for distribution to U.S. news wire services or dissemination in the United States

HARTE GOLD CORP. ("Harte Gold" or the "Company") (TSX:HRT)(FRANKFURT:H4O)(OTC:HRTFF) is pleased to announce that it has completed its previously announced bought deal private placement financing (the "Offering"), as disclosed it its press release dated June 7, 2017, selling an aggregate of 40,323,500 common shares in the capital of the Company (the "Common Shares"), including the full exercise of the underwriters' option, at a price of $0.62 per Common Shares for aggregate gross proceeds to the Company of $25,000,570. The Offering was led by Macquarie Capital Markets Canada Ltd. on behalf of a syndicate of underwriters which included Cantor Fitzgerald Canada Corporation, BMO Nesbitt Burns Inc., Haywood Securities Inc., and RBC Dominion Securities Inc. The Common Shares are subject to a four-month hold period expiring November 6, 2017, in accordance with applicable securities laws in Canada.

The Company plans to use the net proceeds from the Offering to advance the development of the Company's Sugar Zone
Property, for regional exploration, and for general corporate purposes.

Appian Natural Resource Fund ("Appian"), through its wholly-owned subsidiary, acquired 19,485,574 Common Shares in the Offering for gross proceeds to the Company of $12,081,056. Prior to completion of the Offering, Appian owned, directly or indirectly, an aggregate of 77,321,871 Common Shares representing approximately 17% of the Company's issued and outstanding Common Shares. Upon closing of the Offering, Appian owns an aggregate of 96,807,445 Common Shares, or approximately 19.6% of the Company's issued and outstanding Common Shares, and is entitled to nominate a second director to Harte Gold's board.

The sale of Common Shares to Appian under the Offering was a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Offering in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as the fair market value of the Common Shares issued to Appian did not exceed 25% of the Company's market capitalization calculated in accordance with MI 61- 101. The material change report is being filed less than 21 days before the closing of the Offering as the participation of Appian in the Offering had not been confirmed until closing of the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended(the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Harte Gold Corp.

Harte Gold Corp. is focused on the exploration and development of its 100% owned Sugar Zone property where it has recently completed a 70,000 tonne Advanced Exploration Bulk Sample at the Sugar Zone Deposit and received a phase I Production Permit. The Sugar Zone property is located 80 kilometres east of the Hemlo Gold Camp. The Preliminary Economic Assessment dated July 12, 2012, contains an Indicated Resource of 980,900 tonnes, grading 10.13 g/t for 319,280 ounces of contained gold (uncapped) and an Inferred Resource of 580,500 tonnes, grading 8.36 g/t Au for 155,960 ounces of contained gold (uncapped). The mineral resource was prepared in compliance with NI 43-101 guidelines. Harte Gold also holds the Stoughton-Abitibi property located on the Destor-Porcupine Fault Zone adjacent and on strike of the Holloway Gold Mine.

Common Shares Outstanding: 495,086,972

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release may contain "forward-looking information" or "forward-looking statements" as defined in applicable Canadian securities legislation. All statements other than statements of historical fact included in this news release, including, without limitation, the use of proceeds from the Offering, constitute forward-looking information that involve various risks and uncertainties. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Harte to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Harte and in its public documents filed on SEDAR from time to time. Forward- looking statements are based on the opinions and estimates of management as of the date such statements are made. Although management of Harte has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Harte does not undertake to update any forward-looking statements, except in accordance with applicable securities laws. For additional information with respect to risk factors applicable to Harte, reference should be made to Harte's continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, Harte's annual information form and annual and interim MD&A. The forward-looking information contained in this news release is made as of the date of this news release.

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