New Klondike Exploration Ltd.

TSX VENTURE : NK


New Klondike Exploration Ltd.

November 23, 2012 13:32 ET

New Klondike Renegotiates Debt Settlement and Announces $102,000 Proposed Private Placement

TORONTO, ONTARIO--(Marketwire - Nov. 23, 2012) -

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

New Klondike Exploration Ltd. (TSX VENTURE:NK) ("New Klondike" or the "Company") is pleased to announce that it has renegotiated the terms of a debt settlement arrangement reached earlier this year and a proposed non-brokered private placement of common shares (each, a "Common Share") of the Company (the "Private Placement") . The Private Placement will consist of 1,200,000 Common Shares at a price of $0.085 per Common Share, for aggregate gross proceeds of $102,000. No warrants are being issued as part of the Private Placement. The Private Placement is subject to receipt of all regulatory or other approvals that may be necessary in order to complete the transactions contemplated therein and is expected to close during the last week of November. The Common Shares issued pursuant to the Private Placement will be subject to a four-month statutory hold period.

The gross proceeds of the Private Placement will be used to fund property maintenance costs, asset acquisition investigations and for general corporate purposes.

In a press release dated March 5, 2012, the Company announced that it had entered into a debt settlement arrangement on January 27, 2012, with M.D. Coulter & Associates Inc. ("MDC") to settle $121,000 of debt owed to MDC in consideration for the issuance of 2,420,000 Common Shares (the "Debt Settlement"). MDC is deemed to be a related party to New Klondike as it is 50% owned by Michael Coulter, the President of New Klondike. The issuance of the 2,420,000 Common Shares to MDC was approved by disinterested shareholders of the Company at the Company's Annual and Special Meeting of Shareholders held on July 13, 2012. The Company and MDC have mutually agreed to terminate the agreement with respect to the Debt Settlement and instead the Company will pay MDC $121,000 in cash.

The principals of MDC, Michael Coulter and Marilyn Turner will subscribe for the 1,200,000 Common Shares under the Private Placement. Michael Coulter, the President of New Klondike will subscribe for 730,000 Common Shares in the Private Placement. The participation of Mr. Coulter in the Private Placement constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), however, New Klondike is exempt from both the formal valuation and minority shareholder approval requirements of MI 61-101 in connection with the Private Placement as neither the fair market value of the Common Shares issued, nor the consideration for such shares, will exceed 25% of New Klondike's market capitalization as calculated pursuant to MI 61-101.

About New Klondike

New Klondike presently owns the Goldstorm Project (gold/base metals) in the Dryden area, a 30% working interest in the Santa Maria property (gold/base metals) also in the Dryden area, and the past producing Nickel Offsets property (nickel/copper) in the Sudbury area.

Management is focused on advancing New Klondike's future exploration strategy as a Canadian precious metal explorer. For further information about New Klondike please visit our website www.newklondike.com.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Forward-Looking Information

This news release contains certain "forward-looking information". All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation, statements relating to the Company's expected use of the proceeds, are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, the failure of the Company to spend the proceeds of the Private Placement as indicated herein and general business and economic uncertainties.

Any forward-looking statement speaks only as at the date on which it is made and, expect as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

Neither 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 press release.

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