Reliant Gold Corp.
TSX VENTURE : REC

Reliant Gold Corp.

July 08, 2011 16:00 ET

Reliant Gold Announces $100,000 Non-Brokered Private Placement of Units

Transaction Strengthens Balance Sheet

TORONTO, ONTARIO--(Marketwire - July 8, 2011) -

NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Reliant Gold Corp. ("Reliant" or the "Company") (TSX VENTURE:REC) is pleased to announce that it is proposing to complete a non-brokered private placement of 800,000 units (the "Units") to raise aggregate gross proceeds of $100,000 (the "Offering"). Each Unit, priced at $0.125, will consist of one common share of Reliant and one common share purchase warrant (a "Warrant") of Reliant. Each Warrant will entitle the holder thereof to purchase one common share of Reliant (a "Warrant Share") at a price of $0.15 per Warrant Share for 24 months following the closing of the Offering.

Reliant plans to use the proceeds from the Offering for corporate overhead expenditures and for property option payments in relation to one or more of the Company's previously disclosed property option agreements.

Most of the Offering is anticipated to be subscribed for by insiders of the Company. The Offering constitutes an interim hard-dollar financing which will strengthen the Company's balance sheet and will augment the flow-through financing of $375,000 completed by the Company on April 11, 2011.

The flow-through funds of $375,000 which were previously raised have been committed to carrying out exploration programs at the Company's (1) MC Dalhousie gold-silver-copper project in Stewart, British Columbia and (2) Borden Lake South gold-copper project in Chapleau, Ontario, during the third and fourth quarters of 2011.

No cash commission or compensation of any other kind is being paid in relation to the above-noted Offering, and the Company has previously disclosed all material information relating to the Company.

Due to the fact that insiders are anticipated to subscribe for Units pursuant to the Offering, the Offering will be a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company anticipates that it will rely on the exemptions from the valuation and minority approval requirements of MI 61-101 contained in paragraph (a) of Section 5.5 and paragraph (1)(a) of Section 5.7, respectively, of MI 61-101, as neither the fair market value of the Offering of nor the fair market value of the consideration for the Offering will exceed 25% of the Company's market capitalization.

It is anticipated that the Offering will close as soon as is practicable and no later than July 22, 2011, as the Company requires the working capital that will be provided by the proceeds of the Offering immediately. The Offering is subject to certain conditions typical for a transaction of this nature, including the approval of the TSX Venture Exchange and all other necessary regulatory approvals.

The common shares and Warrants comprising the Units to be issued pursuant to the Offering and the common shares issuable on the exercise of the Warrants will be subject to a four-month restricted resale period, such period to commence on the closing of the Offering.

This press release is not an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The Units being sold pursuant to the offering have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the United States Securities Act of 1933, as amended.

ABOUT RELIANT

Reliant is a junior mineral exploration company with an experienced management team engaged in the acquisition, exploration and development of properties for the mining of precious and base metals and uranium. The Corporation holds: (i) an option to acquire a 100% interest in the MC Dalhousie Property located in northwestern British Columbia, Canada; (ii) an option to acquire a 100% interest in the North Nonacho Property in the vicinity of Nonacho Lake, Northwest Territories, Canada; (iii) an option to acquire a 100% interest in the Esten Property located 10 km south of Elliott Lake, Ontario, Canada, as well as 16 units staked by the Company contiguous to the Esten Property; and (iv) a 100% interest in the Borden Lake South Property, comprised of 288 claims, located 10 km east of town of Chapleau, Ontario. The common shares of Reliant trade on the TSX Venture Exchange under the stock symbol "REC". The Company has 19,702,777 common shares issued and outstanding.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Reliant or the industry in which it operates to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this press release, the words "estimate", "believe", "anticipate", "intend", "expect", "plan", "may", "should", "will", the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the current expectations of the management of Reliant with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed or implied by those forward-looking statements. These risks and uncertainties are detailed from time to time, including, without limitation, under the heading "Risk Factors", in continuous disclosure documents filed by Reliant from time to time with the Ontario, British Columbia and Alberta Securities Commissions which are available at www.sedar.com and to which readers of this press release are referred for additional information concerning Reliant, its prospects and the risks and uncertainties relating to Reliant and its prospects. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of Reliant to be materially different from those contained in forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Reliant cannot assure investors that actual results will be consistent with these forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

The forward-looking information contained in this press release is current only as of the date hereof. Reliant does not undertake or assume any obligation, except as required by law, to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

No securities commission or regulatory authority has approved or disapproved the contents of this press release. Neither the 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 release.

Contact Information

  • Reliant Gold Corp.
    Andrew Hara (Harasimowicz), B.Sc. (Hon.), P.Eng.
    President, Chief Executive Officer and Director
    (905) 822-4078
    (905) 822-8018 (FAX)
    info@reliantgold.com