BOISE, IDAHO: May 1, 2018 - Gold Torrent Canada, Inc. announces that it has completed its reorganization to become the parent company of Gold Torrent US and delisted from the US OTC exchange. Gold Torrent Canada adjusted the terms of its non-brokered private placement and is required to raise Cdn$14 million through the issuance of 37 million subscription receipts (the “Subscription Receipts”) at an offering price of Cdn$0.38 per Subscription Receipt. Each subscription receipt is exchangeable to a Unit which consists of one share and one 4-year warrant to purchase an additional share for Cdn$0.50. Gold Torrent Canada expects to become a listed company on the Canada TSX Venture exchange after it completes the required capital raise.
The Company is undertaking a non-brokered private placement in 2 stages with the first stage requiring a minimum of Cdn$6 million by May 15, 2018 and stage 2 requiring a minimum of Cdn$8 million by September 30, 2018. Stage 1 capital is intended to fund the completion of a listing on the TSX Venture exchange and to complete initial development of the underground mine. The total required capital is needed to meet the projected capital costs of the Lucky Shot project and are required by Cartesian Royalty Holdings (CRH), the current stream investor. in order to extend its $6 million tranche 2 drawdown date to September 30, 2018 from March 30, 2018. The subscription receipts will be exchangeable to shares upon the completion of a listing on the TSX Venture exchange. The financing plan is intended to advance the project to production and cash flow targeted for mid 2019. CRH holds a full security interest in all of Gold Torrent’s assets under a deed of trust
Highlights & Key Dates:
· On April 21, 2018, a Letter Agreement with Cartesian Royalty Holdings (CRH) amended the gold and silver prepurchase agreement (stream agreement) by extending the deadline for the second tranche of financing from March 31, 2018 to September 30, 2018, while amending the definition of “Required Capital”. The Company is now required to raise Cdn $14.1 million with Cdn$5.8 million of the Required Capital by May 15, 2018 and the remaining Cdn$8.3 million by September 30, 2018.
· The stream arrangement has increased CRH’s stream from 18% to 20% in the event that gold is not delivered by May 2019
About Gold Torrent, Inc.
Gold Torrent is an exploration and development company with a key project located in Alaska, USA. Gold Torrent's priority is to develop and advance the Lucky Shot Gold Project, ultimately resulting in gold production, and an increase in value for shareholders. Gold Torrent continues to pursue high-grade gold opportunities in safe mining jurisdictions. www.goldtorrentinc.com.
This press release is neither an offer to sell, nor a solicitation of offers to purchase, securities.
Forward Looking Statements: This news release contains forward-looking statements regarding future events and Gold Torrent's future results that are subject to the safe harbors created under the U.S. Private Securities Litigation Reform Act of 1995, the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable Canadian securities laws. Forward-looking statements include, among others, estimates of resources. These statements are based on current expectations, estimates, forecasts, and projections about Gold Torrent's exploration projects, the industry in which Gold Torrent operates and the beliefs and assumptions of Gold Torrent's management. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "continues," "may," variations of such words, and similar expressions and references to future periods, are intended to identify such forward-looking statements. Forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, including such factors as the results of exploration activities and whether the results continue to support continued exploration activities, unexpected variations in ore grade, types and metallurgy, volatility and level of commodity prices, the availability of sufficient future financing, potential changes to royalties and taxes imposed by the Alaska government and other matters discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017, and our other periodic and current reports filed with the SEC and available on www.sec.gov. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements. Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. The Company undertakes no obligation to update or revise such forward-looking statements to reflect new information, events or circumstances occurring after the date of this press release.