Harte Gold Corp.
FRANKFURT : H4O
TSX : HRT

Harte Gold Corp.

November 30, 2015 18:00 ET

Sugar Zone Announces Pending Closing of Private Placement

TORONTO, ONTARIO--(Marketwired - Nov. 30, 2015) - HARTE GOLD CORP. ("Harte Gold") (TSX:HRT)(FRANKFURT:H4O) Harte Gold Corp. ("Harte Gold" or the "Company") announced the pending closing of $560,000 under a $600,000 Flow-Through Unit ("FT Unit") private placement. The FT Units are priced at $0.10 and consist of one common share and one-half common share purchase warrant which include standard anti-dilution features, and are exercisable at $0.15 for a period of 24 months from Closing. Finder's fees under the private placement consist of a cash payment equal to 6% of cash raised and that number of finder's warrants equal to 6% of the number of FT Units issued. The private placement is arm's length and will not materially affect control of the Company. Marquest Asset Management Inc. is the subscriber for the $560,000 amount referenced above.

Pricing for the proposed private placement is a significant increase over the $0.06 pricing of FT Units (one common share and one-quarter common share purchase warrant exercisable at $0.15 for a period of 18 months from Closing) offered under the private placement that closed October 14, 2015.

However, Sections 6.07(g)(i) & 6.07(v)of the Toronto Stock Exchange ("TSX") Company Manual limit the number of common shares issued and potentially issuable through the exercise of investor and finder's warrants, to 25% of the issued and outstanding common shares within any three month period. By adding the 9,360,000 common shares to be issued and potentially issuable through the exercise of investor and finder's warrants under the current private placement (3.64% dilution) to the 61,840,560 common shares issued and potentially issuable through the exercise of investor and finder's warrants under the private placement completed October 14, 2015 (24.04% dilution), dilution is deemed to be 27.68%. In keeping with TSX policy, the Company has secured written consent for the private placement from shareholders representing 50.4% of its issued and outstanding common shares, which number is net of 5,600,000 common shares held by Marquest Asset management Inc.

The initial closing of the private placement will occur five business days from the date hereof. Proceeds from the placement will fund exploration on Harte Gold's Ontario properties as well as development work related to the advanced exploration project at its 100% owned Sugar Zone property.

About Harte Gold Corp.

Harte Gold Corp. is focused on the exploration and development of its 100% owned Sugar Zone property where it has permitted an Advanced Exploration, 70,000 tonne Bulk Sample project, to test mine the Sugar Zone Deposit. The mine access road and portal development have been completed, underground development began Q4 2015. The Sugar Zone property is located 60 kilometers east of the Hemlo Gold Camp and as per 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. George A. Flach P. Geo, Vice President Exploration is the Qualified Person for Harte Gold. Harte Gold also holds the Stoughton-Abitibi property located on the Destor-Porcupine Fault Zone.

Common Shares Outstanding: 300,251,031

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

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