TORONTO, ONTARIO--(Marketwire - Nov. 30, 2012) -
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 it has closed the previously announced non-brokered private placement (the "Private Placement") of 1,200,000 common shares of the Company (each, a "Common Share") at a price of $0.085 per Common Share, for aggregate gross proceeds of $102,000.
The gross proceeds of the Private Placement will be used to fund property maintenance costs, asset acquisition investigations and for general corporate purposes.
Subsequent to the closing of the Private Placement, New Klondike has 17,342,845 Common Shares issued and outstanding. The Common Shares issued in connection with the Private Placement are subject to a four month hold period expiring on March 31, 2013.
In a press release dated November 23, 2012, the Company announced that it and M.D. Coulter & Associates Inc. ("MDC") had mutually agreed to terminate a debt settlement agreement to settle $121,000 of debt owed to MDC by the Company. Instead, the Company paid MDC $121,000 in cash. MDC is considered to be a related party of the New Klondike as it is 50% owned by Michael Coulter, the President of New Klondike. The principals of MDC, Michael Coulter and Marilyn Turner subscribed for the 1,200,000 Common Shares under the Private Placement, with Michael Coulter subscribing for 730,000 Common Shares. 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 was 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, exceeded 25% of New Klondike's market capitalization as calculated pursuant to MI 61-101.
About New Klondike
New Klondike 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.
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 Offering 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.