Calgary, Alberta–(Newsfile Corp. – July 28, 2022) – Cassiar Gold Corp. (TSXV: GLDC) (OTCQX: CGLCF) (“Cassiar Gold” or the “Company“) is pleased to announce that, further to its Press Release dated July 21, 2022, and subject to receiving regulatory approvals, the Company has closed the first tranche of its insider-led, non-brokered private placement (the “Offering”) by issuing 1,163,570 flow-through units (“FT Units”) at a price of C$0.70 per FT Unit for gross proceeds of $814,500.

Due to high demand, the Company intends to upsize the Offering from the original stated amount of $1 million to $2 million with all proceeds to be used to fund ongoing exploration and drill programs at its flagship Cassiar Gold Project in northern British Columbia, Canada.

Each FT Unit will consist of one common share of the Company issued on a “CEE flow-through” basis pursuant to the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each whole warrant will be exercisable by the holder to acquire one common share of the Company at a price of C$0.90 cents for a period of 24 months following the closing date of the Offering. The securities issued pursuant to the Offering will be subject to a four-month hold period under applicable securities laws.

Closing of the second tranche of the Offering is expected to occur on or before August 5, 2022, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (“TSXV”).

Certain insiders of the Company purchased a total of 557,856 FT Units under the Offering. The issuance of securities to such persons constitutes a “related-party transaction” as defined in TSXV Policy 1.1 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on exemptions from the formal valuation and minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the gross securities to be issued under the Offering nor the consideration to be paid by insiders of the Company will exceed 25% of the Company’s market capitalization.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Cassiar Gold Corp.

Cassiar Gold Corp. is a Canadian gold exploration company holding a 100% interest in its flagship Cassiar Gold Property located in British Columbia, Canada. The Cassiar Gold property spans 590 km2 and consists of two main project areas: Cassiar North, which hosts a NI 43-101-compliant inferred resource estimate of 1.4Moz at 1.14 g/t Au (cutoff grade of 0.5 g/t) known as the as the Taurus Deposit (see National Instrument 43-101 Technical report on the Cassiar Gold property, April 28, 2022, by S. Zelligan, J. Moors, C. Jolette, posted to SEDAR); and Cassiar South which hosts numerous gold showings, historical workings, and exploration prospects. Historical underground mines in the Cassiar South area have yielded over 315,000 oz of Au at average head grades of between 10 and 20 g/t Au (BC Minfile), underscoring the high potential for further discovery and expansion of bonanza-grade orogenic gold veins.

The Company also holds a 100% interest in the Sheep Creek gold camp located near Salmo, BC. The Sheep Creek gold district ranks as the third largest past-producing orogenic gold district in BC with historical gold production of 742,000 ounces gold at an average grade of 14.7 g/t gold from 1900 to 1951. Minimal exploration work has been conducted since the 1950s.

Cassiar Gold acknowledges, respects, and supports the rights of Traditional First Nations in the lands and communities where we operate.

CONTACT INFORMATION

Cassiar Gold Corp.
Shirley Anthony
VP Investor Relations & Communications
1-778-999-2771
[email protected]

Forward-Looking Statements

This press release may contain forward looking statements including those describing Cassiar’s future plans and the expectations of management that a stated result or condition will occur. Any statement addressing future events or conditions necessarily involves inherent risk and uncertainty. Actual results can differ materially from those anticipated by management at the time of writing due to many factors, the majority of which are beyond the control of Cassiar and its management. In particular, this news release contains forward-looking statements pertaining, directly or indirectly, to the following: the Company’s exploration plans and work commitments, receipt of TSXV approvals, the ability to close the Offering in the amount anticipated or at all, timing of closing and the use of proceeds of the Offering.

Although Cassiar believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, general economic, market or business conditions, risks associated with the exploration and development industry in general (e.g., operational risks in development, exploration and production; the uncertainty of mineral resource estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), constraint in the availability of services, commodity price and exchange rate fluctuations, the current COVID-19 pandemic, changes in legislation impacting the mining industry, adverse weather conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures.

Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. These statements speak only as of the date of this release or as of the date specified in the documents accompanying this release, as the case may be. The Company undertakes no obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.

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.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/132112

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