Precipitate Gold Corp.
TSX VENTURE : PRG

Precipitate Gold Corp.

February 13, 2017 08:00 ET

Precipitate Options Reef Property (Yukon) to Golden Predator Mining

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 13, 2017) - Precipitate Gold Corp. (the "Company" or "Precipitate") (TSX VENTURE:PRG) is pleased to announce that it has entered into a mineral Property Option Agreement (the "Agreement") with Golden Predator Mining Corp. ("Golden Predator") (TSX VENTURE:GPY) pursuant to which Golden Predator may acquire Precipitate Gold's 100% interest in certain mineral claims known as the Reef property located immediately adjacent to the northern boundary of Golden Predator's 3 Aces Project in the Upper Hyland River area of the southeast region of the Yukon Territory.

Subject to Toronto Stock Exchange (TSXV) approval, the Option Agreement grants Golden Predator the exclusive right to earn a 100% interest in the Property by, among other things, completing staged payments totalling $1,050,00 in cash, approximately $900,000 in Golden Predator common shares, and 800,000 three-year warrants exercisable for the purchase of additional Golden Predator shares. Under the terms of the Agreement, to complete the acquisition Golden Predator must deliver the following payments:

  • On the Closing Date: $400,000 in cash, 100,000 common shares of Golden Predator, and 100,000 warrants exercisable into common shares of Golden Predator for a period of 3 years from the date of issuance at an exercise price of $1.50 per share;
  • On or before the date that is 12 months from the Closing Date: an additional $150,000 in cash, 100,000 common shares of Golden Predator, and 100,000 warrants exercisable into common shares of Golden Predator for a period of 3 years from the date of issuance at an exercise price of $2.00 per share;
  • On or before the date that is 24 months from the Closing Date: an additional $200,000 in cash, that number of common shares of Golden Predator equal in value to $300,000 determined at a price per share equal to the greater of the Minimum Price and the 21-day VWAP as of such anniversary date (the "24 Month Share Price"), and 300,000 warrants exercisable into common shares of Golden Predator for a period of 3 years from the date of issuance with an exercise price per share equal to 150% of the 24 Month Share Price; and
  • On or before the date that is 36 months from the Closing Date: an additional $300,000 in cash, that number of common shares of Golden Predator equal in value to $300,000 determined at a price per share equal to greater of the Minimum Price and the 21-day VWAP as of such anniversary date (the "36 Month Share Price"), and 300,000 warrants exercisable into common shares of Golden Predator for a period of 3 years from the date of issuance with an exercise price per share equal to 150% of the 36 Month Share Price.

Pursuant to the Agreement, Golden Predator will grant to Precipitate a 2% net smelter royalty ("NSR") royalty on claims that are not subject to a pre-existing royalty, and a 1% NSR royalty on claims that are subject to a pre-existing royalty. Golden Predator may purchase 25% of the Company's NSR royalty at any time for a purchase price of $1,000,000 and an additional 25% of the Company's NSR royalty at any time for a purchase price of $1,500,000 (and aggregate of $2,500,000 to buy back 50% of the NSR held by the Company).

Jeffrey Wilson, Precipitate's President & CEO stated, "We are very pleased to enter into this agreement with Golden Predator whose management and technical teams have shown a proficiency for effective exploration and discovery in the region, as evidenced by the recent and ongoing successful advancement of the 3 Aces project. The favourable option payment terms of this agreement, specifically the initial cash and share component received upon closing, immediately benefit Precipitate with an injection of capital for ongoing advancement of our Juan de Herrera Project in the Dominican Republic and general working capital, without the need for an unnecessarily dilutive equity financing. In addition, the Golden Predator shares and warrants issued to Precipitate in this agreement allow Precipitate and its shareholders to directly benefit from any future exploration success achieved by Golden Predator, whether at the Reef project or any other of its properties."

The common shares issued pursuant to this agreement will be subject to a four-month hold period in accordance with applicable securities laws. The agreement is also subject to TSXV approval.

About Precipitate Gold:

Precipitate Gold Corp. is a mineral exploration company focused on exploring and advancing its mineral property interests in the Tireo Gold Trend of the Dominican Republic. The Company also maintains assets in northern British Columbia and southeast Yukon Territory and is actively evaluating additional high-impact property acquisitions with the potential to expand the Company's portfolio and increase shareholder value.

Additional information can be viewed at the Company's website www.precipitategold.com.

On Behalf of the Board of Directors of Precipitate Gold Corp.,

"Jeffrey Wilson"

President & CEO

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "proposed", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects Precipitate Gold Corp.'s ("Precipitate" or the "Company") current beliefs and is based on information currently available to Company and on assumptions it believes are reasonable. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Precipitate to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the exploration concessions may not be granted on terms acceptable to the Company, or at all; general business, economic, competitive, political and social uncertainties; the concessions acquired by the Company may not have attributes similar to those of surrounding properties; delay or failure to receive governmental or regulatory approvals; changes in legislation, including environmental legislation affecting mining; timing and availability of external financing on acceptable terms; conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key individuals. Although Precipitate has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Precipitate does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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