New Klondike Exploration Ltd.
TSX VENTURE : NK

New Klondike Exploration Ltd.

October 08, 2013 08:30 ET

New Klondike Revises Terms of Private Placement Offering

TORONTO, ONTARIO--(Marketwired - Oct. 8, 2013) -

Not for distribution to U.S. Newswire Services or for Dissemination in the United States.

New Klondike Exploration Ltd. (TSX VENTURE:NK) ("New Klondike" or the "Company") is pleased to announce that is has revised the terms for its proposed private placement units offering (the "Offering") announced on September 25, 2013. The Offering has been increased to a maximum of $350,000 in gross proceeds and the terms of the flow-through units being offered have been amended as described below. Proceeds from the Offering will be used to fund a work program consisting of detailed geological mapping and systematic rock sampling of the Katisha Lake gold zones on the Company's Goldstorm Project near Dryden, Ontario, including a shallow drilling program to test these structures. The program will follow up encouraging gold assays recently received from reconnaissance scale surface sampling results and disclosed in New Klondike's press release on September 25, 2013.

Private Placement Offering

The revised non-brokered private placement Offering of units to qualified investors will consist of up to 7,000,000 units of securities of the Company (each, a "Unit") at a price of $0.05 per Unit, for aggregate gross proceeds of up to $350,000. 4,000,000 Units are being offered on a flow-through basis (each, a "Flow-Through Unit") and 3,000,000 Units on a non-flow-through basis (each, a "Non-Flow-Through Unit"), or in such proportion and aggregate issue size as the Company may determine.

Each Flow-Through Unit will consist of one flow-through common share (each, a "Flow-Through Common Share") and one-half of one flow-through common share purchase warrant (each whole flow-through common share purchase warrant, a "F/T Warrant"). Each F/T Warrant entitles the holder to acquire a Flow-Through Common Share at a price of $0.08 for a period of 12 months from the Closing Date and thereafter at a price of $0.12 for the succeeding 12 months and expires 24 months from the Closing Date.

Each Non-Flow-Through Unit will consist of one common share (each, a "Common Share") and a Warrant. Each Warrant will entitle the holder to acquire one additional Common Share at a price of $0.08 for a period of 12 months from the date of closing of the Offering and thereafter at a price of $0.12 for the succeeding 12 months and expiring 24 months from the date of closing of the Offering.

The Offering 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 October. All securities issued pursuant to the Offering will be subject to a four-month statutory hold period.

Proceeds of the Offering will be used to fund the surface exploration and drilling program on the Goldstorm Project described above, for property maintenance costs and for general corporate purposes.

The Company will pay a finder's fee to certain eligible persons (each, a "Finder") for subscriptions to the Offering completed by qualified investors who have been introduced by such Finders. The Company will pay a cash finder's fee equal to, in the aggregate, 8% of the gross proceeds of any Units acquired by investors introduced to the Company by such Finders and will issue to such Finders, warrants (each, a "Finder's Warrant") equal to 8% of the aggregate number of Units sold under the Offering by such Finder. Each Finder's Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.05 for a period of 12 months from the date of closing of the Offering.

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.

Goldstorm Project

The Goldstorm Project claims cover a large area, in excess of 230 square kilometres, within the southeastern part of the Eagle-Wabigoon-Manitou Lakes Greenstone Belt. Five regional scale structures and associated gold mineralization have been identified within or passing through the project boundaries. These include more than 45 kilometres of major fault zones and a 12 to 15 kilometre long band of Timiskaming-type sedimentary rocks that rest unconformably on mafic volcanic and ultramafic to felsic intrusive rocks. Maps and figures depicting the location and geology of the Goldstorm Project have been compiled in a presentation titled 'Goldstorm Project-Northwestern Ontario' available on the Company's website.

About New Klondike

New Klondike is a mineral exploration and development company focused on the acquisition and development of base and precious metal deposits on the Goldstorm Project and its other exploration properties in Ontario. The Company presently has 17,342,845 common shares issued and outstanding. For further information about New Klondike please visit our website www.newklondike.com.

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.

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 Offering and in particular, the expected closing date of the Offering and the Company's expected use of the proceeds to be raised in the Offering, 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 to close the Offering, if at all, in a timely manner.

Any forward-looking statement speaks only as at the date on which it is made and, except 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.

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