Almadex Hits 153.50 Meters of 0.68 g/t Gold and 0.27% Copper Including 84.00 Meters of 0.96 g/t Gold and 0.37% Copper in Hole EC-17-021 at the Norte Zone, Identifies New Zone of Mineralised Outcrop in the Encinal Zone

VANCOUVER, BC—(Marketwired – June 19, 2017) – Almadex Minerals Limited (“Almadex” or the “Company”) (TSX VENTURE: AMZ) (OTCQB: AXDDF) is pleased to announce it has received assay results from holes EC–17–021 and EC–17–022 of the 2017 Norte Zone drilling program. EC–17–021 was drilled at an azimuth of 000 from a new pad, located about 285 meters to the south from pad EC–16–010. Hole EC–17–022 was drilled from the same pad as hole EC–16–020 but to the north at an azimuth of 000 degrees. Hole EC–17–021 intersected significant mineralisation starting at a depth of 93 meters. Hole EC–17–022 helps define the mineralised zone along strike and provides a significant stepout from the previous hole drilled from this collar, EC–17–020. Highlights from holes EC–17–021 and 22 include the following intercepts which are also shown on the attached plan and sections:

Hole EC–17–021 NORTE ZONE, 000 Az, –60 dip
  From 93.00 to 246.50, 153.50 meters @ 0.68 g/t gold and 0.27% copper
    Including 95.50 to 179.50, 84.00 meters @ 0.96 g/t gold and 0.37% copper
  From 273.00 to 440.00, 167.00 meters @ 0.27 g/t gold and 0.12% copper
    Including 337.00 to 401.00, 64.00 meters @ 0.50 g/t gold and 0.21% copper
 
Hole EC–17–022 NORTE ZONE, 000 Az, –40 dip
  From 120.91 to 376.55, 255.64 meters @ 0.26 g/t gold and 0.17% copper
    Including 129.91 to 188.55, 58.64 meters @ 0.38 g/t gold and 0.23% copper
    And 200.55 to 346.55, 146.00 meters @ 0.27 g/t gold and 0.18% copper
    And 262.55 to 294.55, 32.00 meters @ 0.43 g/t gold and 0.24% copper

Almadex is also pleased to announce that a new area of exposed stockwork quartz veining and gold mineralisation in the Encinal Zone of the project has been identified. The Encinal Zone is located roughly 3.5 kilometres to the south–southeast of the Norte Zone drilling and 2.5 kilometers southeast of the recently identified Raya Tembrillo Zone of stockwork veining. Almadex has collared a hole which is currently being drilled to test this new area of veining in the Encinal Zone.

J. Duane Poliquin, Chairman of Almadex commented, “We are carrying out a systematic drill campaign to follow–up these results in the Norte Zone. Elsewhere on the project we are conducting mapping and sampling preparatory to drilling other zones. This work already has defined previously unknown mineralization in the Villa Rica Zone and now an area of stockwork veining cropping out in the Encinal Zone. We look forward to reporting further results in the coming weeks and months as the programs progress.”

Work is underway to provide access at the newly discovered Raya Tembrillo target, located in the Villa Rica Zone, roughly two kilometres to the south of the Norte Zone.

About the El Cobre Project

The El Cobre Project has a total area of 7,456 hectares and is located adjacent to the Gulf of Mexico, about 75 kilometres northwest of the major port city of Veracruz, Mexico and has uniquely excellent infrastructure. The project area is situated 200 meters above sea level with extensive road access and is located less than 10 kilometers from a power plant, highway, gas line and other major infrastructure. Major power lines cross the property area. Almadex has its full drill permits from SEMARNAT and has land access agreements in place. The land ownership is private over most of the project area, has previously been cleared and is used for local agricultural purposes.

The four copper–gold porphyry targets currently known within the El Cobre Project, Encinal, El Porvenir, Norte and Villa Rica are defined by distinct Cu–Au soil anomalies, discrete, positive magnetic features and a large IP chargeability anomaly. The largest target area is the Villa Rica zone which has not been drill tested. Limited past RC and diamond drill testing at Encinal, El Porvenir, and Norte has returned wide intercepts of porphyry copper–gold and narrow zones of intermediate sulphidation epithermal gold–silver vein mineralization, with selected intercepts as follows:

  El Porvenir Zone: Drilling has demonstrated that the system persists at least to 400 m depth. Significant copper and gold grades were intersected such as 0.16% Cu and 0.39 g/t Au over 290 m in hole DDH04CB1. In addition, hole EC–13–004 intersected 0.23% Cu and 0.36 g/t Au over 106 m, to a depth of 504 m, again indicating potentially significant mineralization at depth.
 
  Deep IP Zone: To the north of the El Porvenir Zone a large area of high chargeability responses located at depth. This zone is interpreted to be a possible core to the entire El Cobre porphyry system.
 
  Encinal Zone: Hole CB5 intersected a highly altered breccia pipe containing fragments of stockwork veining and porphyry mineralisation across which 18.28 meters returned 1.42 g/t Au and 0.10% Cu. The breccia pipe occurs in a large alteration zone, IP chargeability high and magnetics low which has not been tested to depth. On July 1, 2016, Almadex reported results of drilling at Encinal, which were consistent with the interpretation that the drilling was located in a zone marginal to a potential copper–rich portion of the porphyry system.
 
  Norte Zone: All five holes drilled in the Norte Zone prior to 2016 intersected porphyry–style mineralization. Hole 08–CBCN–022, one of the deepest holes drilled at Norte in 2008, returned values of 0.14% Cu with 0.19 g/t Au over 259 m and 08–CBCN–19 intersected 41.15 meters averaging 0.42 g/t gold and 0.27% copper to the end of the hole at 187.45 meters. Drilling in 2016 and 2017 has been designed to test this zone to the south and at depth.

In addition to the above, several anomalous areas remain untested by drilling, including the Villa Rica Zone, a roughly 2.5 kilometre by 1 kilometre area defined by a strong north–northwest trending magnetic–chargeability high and associated copper–gold soil geochemical anomaly. Recently (see Almadex news releases of March 19th, 2017 and April 10th, 2017) significant new gold porphyry mineralisation was identified in outcrop at the Raya Tembrillo target within the Villa Rica zone.

More information on El Cobre is available on the Almadex website at http://www.almadexminerals.com/ASSETS/PROJECTS/Cobre.html.

Larry Segerstrom, M.Sc. (Geology), P.Geo., A Director of the Company, is a Qualified Person as defined by National Instrument 43–101 (“NI 43–101″) and has reviewed and approved the contents of this news release. The porphyry mineralisation reported in this news release is associated with broad areas of alteration and stockwork veining. True widths cannot be determined at this time. The analyses reported were carried out at ALS Chemex Laboratories of North Vancouver using industry standard analytical techniques. For gold, samples are first analysed by fire assay and atomic absorption spectroscopy (“AAS”). Samples that return values greater than 10 g/t gold using this technique are then re–analysed by fire assay but with a gravimetric finish. Blanks, field duplicates and certified standards were inserted into the sample stream as part of Almadex's quality assurance and control program which complies with National Instrument 43–101 requirements. A technical report on the El Cobre project prepared in accordance with National Instrument 43–101 and entitled “Technical Report on the El Cobre Property”, was filed in May 2015 and can be obtained from www.sedar.com.

About Almadex

Almadex Minerals Limited is an exploration company that holds a large mineral portfolio consisting of projects and NSR royalties in Canada, the U.S., and Mexico. This portfolio is the direct result of over 35 years of prospecting and deal–making by Almadex's predecessor company, Almaden Minerals Ltd. Almadex is currently focused on exploration at its El Cobre gold/copper porphyry project in Veracruz, Mexico, in which it holds a 100% interest, subject to a sliding–scale net smelter returns royalty (“NSR”) equivalent to 0.5% in the event that production from the property exceeds 10,001 tonnes per day of ore. This NSR can be reduced to 0.25% at this production rate through the payment of US$3.0 million.

On behalf of the Board of Directors,

“Morgan Poliquin”
Morgan J. Poliquin, Ph.D., P.Eng.
President, CEO and Director
Almadex Minerals Ltd.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes forward–looking statements that are subject to risks and uncertainties. All statements within it, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward–looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward–looking statements. Factors that could cause actual results to differ materially from those in forward–looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward–looking statements, other than as required pursuant to applicable securities laws.

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King & Spalding Recruits Finance Experts Mark Wesseldine and Fergus Wheeler As Partners in London

LONDON, UNITED KINGDOM—(Marketwired – June 19, 2017) – King & Spalding has hired Mark Wesseldine and Fergus Wheeler as finance partners in the firm's London office.

Wesseldine and Wheeler are highly–regarded for their private credit practice, representing multi–strategy private credit and alternative capital funds operating out of London and New York. Both lawyers were previously partners at Ropes & Gray in London.

“Mark and Fergus are first–class finance partners and represent an important strategic addition to our finance practice both in London and internationally,” said Robert D. Hays, Chairman of King & Spalding.

Wesseldine represents private credit funds and alternative capital providers on cross–border leveraged buy–out financings, special situation investments and restructuring transactions. His client base covers international credit funds, financial institutions, specialist senior loan and subordinated credit investors and other private investors in senior and junior capital financings, such as first lien loans, mezzanine loans and notes, and private high yield or PIK notes.

Wheeler's practice also focuses on representing private credit funds and alternative capital providers, including sovereign wealth funds. His portfolio includes advising on direct lending, hybrid unitranche structures, leveraged acquisition financing and special situations, with a particular focus on junior capital investment.

“Mark and Fergus have stellar reputations as being true private credit fund and alternative capital advisors. They further strengthen our well–developed practice in this space and significantly add to our ability to represent cross–border lenders in areas such as direct lending, unitranche lending, junior capital transactions and restructurings,” said Carolyn Alford, practice group leader of King & Spalding's Global Finance Practice.

Both partners have been ranked in Chambers & Partners and Legal 500.

“London is one of the key global markets for finance and credit, so Mark and Fergus bring another important dimension to our practice in the City,” said Garry Pegg, managing partner of the firm's London office. “Their client list, strong portfolio and high–level expertise complement our current capabilities in London very well; they are a fantastic fit with our existing corporate, capital markets, finance and private equity lawyers.”

“We see tremendous benefits and opportunities for clients when we add our current private credit practice to King & Spalding's global finance platform,” said Wesseldine. “The ability to work alongside and leverage off King & Spalding's established creditor focused finance practice in the US will put us in the best position to advise clients thoughtfully and commercially in an ever–changing global finance market. We are excited to begin work.”

About King & Spalding

Celebrating more than 130 years of service, King & Spalding is an international law firm that represents a broad array of clients, including half of the Fortune Global 100, with 1,000 lawyers in 19 offices in the United States, Europe, the Middle East and Asia. The firm has handled matters in over 160 countries on six continents and is consistently recognized for the results it obtains, uncompromising commitment to quality, and dedication to understanding the business and culture of its clients. More information is available at www.kslaw.com.

Toronto Consumers Meet With Christine and Erin From Body Lines Dance and Fitness

TORONTO, ON—(Marketwired – June 19, 2017) – Body Lines Dance and Fitness is a second year Consumer Choice Award winner in the category of Dance School in the region of GTA East. The company has been in business since 2008 and is GTA East leading Dance and Fitness Service Provider.

QUESTIONS AND ANSWERS:

Q: WHAT DOES IT MEAN FOR YOUR COMPANY TO BE VOTED BY CONSUMERS AS YOUR CITY'S BEST?

A: It means a lot to be recognized by the consumer. At the end of the day we are in business to share our love of dance and fitness with others and its very rewarding when others see that and want to be a part of it.

Q: WHAT SETS YOU APART FROM YOUR COMPETITORS?

A: As owners we are very involved and know all of our clients and each is important to us. We also have certified, experience and enthusiastic teachers who love what they do. Lastly our facility is not intimidating and has a clean and friendly environment..

Q: HOW WILL WINNING THIS AWARD AFFECT THE WORK YOU DO MOVING FORWARD?

A: This award just motivates us to keep on doing what we are doing as well as striving to be better. We want to make sure we stay recognized as a business that stands out in our field.

Q: WHAT IS THE BIGGEST RISK YOU HAVE EVER TAKEN IN BUSINESS?

A: Opening our business. You can be the best at what you do but there are a lot of factors that make a business. We already knew we could teach dance and fitness however choosing the right location, staff, time of opening and also developing our own programs unique to other dance and fitness studios is a risk in itself.

Q: BUSINESSWISE, WHAT IS YOUR NEXT BIG STEP?

A: We have realistic and achievable goals. We want to build our cliental without sacrificing the business we already have. Therefore we need to continue to grow at a rate that we can keep providing the service that we are getting recognized for. We also have goals to continually to improve our business in every aspect. For example always having new and safe equipment, décor, staying current with the trends of technology etc. As an entrepreneur you never stop trying to be innovative.

GETTING TO KNOW CHRISTINE AND ERIN

LOVE IN MY JOB… Making people feel good about themselves as well as seeing smiles on the parents faces when watching their child perform.

LEARNED ON THE JOB… You have to follow your own path and do what you think is best for yourself. You can't let others influence your decision or make you think that you chose the wrong path. Your “gut” is whom you should trust. If it leads to a “mistake” , so be it. Mistakes/wrong decisions are a normal part of life and will only make you a stronger person and better business in the end.

BIGGEST SUCCESS…Although we consider our business a huge success, it is definitely our own children which tops it all. At the end of the day we want to be role models for them and show them that you can do anything you put your mind too. Giving them a environment that we feel is safe and creates confidence and a healthy active lifestyle is a bonus! Being a parent is the hardest job in the world and is definitely our biggest success.

WHILE NOT WORKING… Spend time with family and friends, travel, exercise, dance!

IN MY IPOD… A mix of everything! Michael Jackson, City and Colour, Ottis Redding, Sia just to name a few:)

Attachment Available: http://www.marketwire.com/library/MwGo/2017/6/19/11G141392/BODY_LINES_EXCLUSIVE_PR_2017–48b18707c7e2a693a386309bebd7f322.pdf

CV Sciences, Inc. Announces Commencement of IND preparation immediately following Pre-IND Meeting With FDA

LAS VEGAS, NV—(Marketwired – June 19, 2017) – CV Sciences, Inc. (OTCQB: CVSI) (the “Company,” “CV Sciences,” “our” or “we”), today announced that it held its pre–IND meeting with the U.S. Food and Drug Administration (FDA) on June 15, 2017, to review its drug development plan for CVSI–007, the Company's patent–pending product for smokeless tobacco addiction therapy consisting of nicotine–polacrilex chewing gum in combination with synthetic cannabidiol (CBD).

CV Sciences President and CEO Michael J. Mona, Jr. commented, “Our pre–IND meeting with the FDA was very constructive and provided the Company with a favorable development roadmap for this important combination drug candidate. We have immediately commenced preparation of our Investigational New Drug application (IND) to initiate human trials. Our New Drug Application will be under the 505(b)2 pathway using nicotine–polacrilex gum, an FDA–approved nicotine replacement therapy, as our referenced listed drug. While nicotine–polacrilex gum is one of several approved nicotine replacement therapies for smoking tobacco addiction, all forms of nicotine replacement therapy have failed to achieve success in smokeless tobacco addiction. The FDA confirmed that it does not consider CBD to be a New Chemical Entity. We explained our scientific rationale for the addition of CBD to nicotine replacement therapies, based on our own proprietary research and peer–reviewed literature showing evidence of CBD inhibition of several different molecular pathways known to be important in treating nicotine addiction. We are extremely excited to advance this program in developing an effective therapy for one of the most addictive and potent ways of consuming nicotine, affecting 300 million users worldwide and 9 million users in the U.S.”

About CV Sciences, Inc.

CV Sciences, Inc. (OTCQB: CVSI) operates two distinct business segments: a drug development division focused on developing and commercializing novel therapeutics utilizing synthetic CBD; and a consumer product division in manufacturing, marketing and selling plant–based CBD products to a range of market sectors. CV Sciences, Inc. has primary offices and facilities in San Diego, California and Las Vegas, Nevada. Additional information is available from OTCMarkets.com or by visiting www.cvsciences.com.

FORWARD–LOOKING DISCLAIMER

This press release may contain certain forward–looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward–looking in nature and subject to risks and uncertainties. Such forward–looking statements by definition involve risks, uncertainties.

Newrange Gold Drills 6.1 meters of 98 g/T Au, Discovers New Zone At Pamlico Gold Project, Nevada

VANCOUVER, BC—(Marketwired – June 19, 2017) – Newrange Gold Corp. (“Newrange” or the “Company“) (TSX VENTURE: NRG) (OTC PINK: CMBPF) (FRANKFURT: X6C) is pleased to report drilling results for the first 10 holes of the recently completed 19 hole Reverse Circulation (RC) Phase I drilling program focused on the Merritt Zone of the Pamlico gold project.

Highlights for these results:

  • Results from the first 10 holes were highly successful, supporting the continuity of gold mineralization in the vicinity of the Merritt decline (see prior news releases on underground channel sampling results by Newrange Gold) and historic high–grade drill intercepts in the Merritt Zone by prior operators. Work to date in the Merritt area indicate a mineralized zone approximately 100 to 130 meters wide that is presently open ended along strike.
  • Hole P17–03 drill tested the projection of high–grade gold mineralization east of the decline and south of the Merritt Zone intersecting 1.5 meters of 51 grams gold per metric tonne (g/T Au).
  • Holes P17–04 and P17–05 were drilled in a fan to confirm the presence of high–grade gold mineralization and test lateral and up dip projections of mineralization reported in historic holes PRC36, M10–04 and M10–17. Hole P17–04 intersected 1.5 meters of near surface mineralization assaying 9.40 g/T Au. Hole P17–05 intersected 1.6 meters assaying 17.9 g/T Au. Importantly, these holes confirm the presence of high–grade gold bearing structures and indicate good lateral and vertical continuity of mineralization near the surface in this area.
  • Holes P17–08, 09 and 10 are interpreted to have discovered a new zone of near surface high–grade gold mineralization approximately 50 meters south of the end of the decline. Drilling tested favorable structural projections beneath an area of shallow alluvial cover. Holes P17–08 and 09 were drilled from the same site and P17–10 was drilled approximately 15 meters to the northwest. P17–08 intersected a mineralized zone averaging 13.67 g/T Au over 21.3 meters, including a higher grade sub–zone averaging 27.8 g/T Au over 9.1 meters with a high–grade interval averaging 84.90 g/T Au over 1.5 meters. Hole P17–09 is interpreted to have been drilled over the top of, and sub–parallel to the structure intersected in P17–08 and returned 9.5 g/T Au over 1.5 meters and 6.82 g/T Au over 1.5 meters. Hole P17–10 intersected 49.49 g/T Au over 12.2 meters with a higher grade sub–zone averaging 97.94 g/T Au over 6.1 meters including an interval of 340.9 g/T Au over 1.5 meters.

Robert G. Carrington, CEO made the following comments: “These initial results indicate that Pamlico is a unique high potential opportunity for Newrange Gold. The extremely rich Merritt Zone where we are focusing our initial exploration efforts right now is one of five similar target areas, covering only ½ of 1% of this property and less than 1/10 of 1% of the combined strike extent of the more than 300 known veins and mineralized structures on the property. The knowledge gained in this area will guide future exploration for several similar target areas elsewhere on the property including the Gold Box, Central and Sunset Mine Zones. I look forward to the receipt of assays for the remaining 9 holes of the Phase I Drill Program and for more information that will come from ongoing exploration work underway at Pamlico. We are truly excited by what we are seeing develop here.”

Phase I Drill Results — First 10 holes

Hole Inclination/Azimuth Total Depth (m) From (m) To (m) Length (m) g/T Au
P17–02 –90°/0° 122.0 21.3 25.9 4.6 1.91
  And     42.7 64.0 21.3 1.27
  Incl.     61.0 64.0 3.0 6.27
P17–03 –90°/0° 106.7 62.5 64.0 1.5 51.00
P17–04 –85°/5° 106.7 7.6 16.8 9.2 1.89
  Incl.     9.2 10.7 1.5 9.40
P17–05 –65°/5° 112.8 21.3 22.8 1.5 17.90
P17–08 –85°/0° 106.7 30.5 51.8 21.3 13.67
  Incl.     30.5 39.6 9.1 27.80
  Incl.     35.1 36.6 1.5 84.90
P17–09 –50°/0° 122.0 16.8 50.3 33.5 1.10
  Incl.     18.3 19.8 1.5 4.23
  Incl.     39.6 41.1 1.5 9.50
  And     65.6 67.1 1.5 6.82
P17–10 –85°/170° 61.0 18.3 19.8 1.5 6.44
  And     25.9 38.1 12.2 49.49
  Incl.     27.4 33.5 6.1 97.94
  Incl.     27.4 28.9 1.5 340.90

All results reported are length–weighted averages with no grade capping applied. Lengths of drill intercepts are for the actual drilled intercept length and may not represent true widths. Insufficient data currently exists to estimate true width.

Exploration Guidance

The Company plans to aggressively pursue exploration at Pamlico during the coming months.

Planned work will include:

  • Continuation of the ongoing program of surface and underground mapping and sampling currently underway.
  • Finalizing arrangements to complete a property–wide airborne geophysical survey consisting of high resolution airborne magnetometry and radiometrics.
  • Selection of suitable composite sample for preliminary metallurgical study once the Company has the results for all 19 holes of the current Phase I drilling program.
  • Finalizing plans for a large diameter PQ diamond core drilling program.
  • Expanding program of RC drilling.
  • Assessing potential to initiate program of bulk sampling / test mining utilizing the existing decline and infrastructure.

Terms of Reference

In this release, all references to grams per tonne (denoted g/T Au) are grams per metric ton of 1,000 kilograms (2,204.62 pounds). All references to ounces per ton (denoted oz/t Au) are troy ounces per short ton of 2,000 pounds.

Quality Assurance/Quality Control

Mr. Robert G. Carrington, P. Geo, a Qualified Person as defined by National Instrument 43–101, the President and CEO of the Company, has reviewed, verified and approved for disclosure the technical information contained in this news release. All drilling was by Reverse Circulation (RC) methods using a six inch diameter center recovery bit. All drilling was supervised by professional geologists. Drill samples were collected on 1.5 meter intervals, and riffel split in a three tiered jones type splitter generating an average sample weight of approximately 4.9 kilograms per meter. Samples were then securely delivered to Inspectorate — Bureau Veritas in Sparks, Nevada for sample preparation and analysis. Samples are stage crushed to 80% passing 10 mesh. A 1,000 gram sub–sample was then split out and pulverized to 140 mesh from which 50 gram samples were split for analysis by fire assay (FA) with a gravimetric finish. All samples assaying more than 10 grams are checked and re–assayed using 50 gram FA with gravimetric finish. In addition to the QA — QC included by the laboratory, the Company inserts blanks, standards and certified reference material (CRM) at a rate of not less than 1 in 30.

About Pamlico

Located 12 miles southeast of Hawthorne, Nevada, along US Highway 95, the project has excellent access and infrastructure, a mild, year–round operating climate and strong political support from Mineral County, one of the most pro–mining counties in the pro–mining state of Nevada. The Pamlico project covers the historic Pamlico group of mines, as well as the nearby Good Hope, Central, Gold Bar and Sunset mines.

Discovered about 1884, the district rapidly gained a reputation as being one of Nevada's highest grade districts. Held by private interests for most of its history, the property remains very underexplored in terms of modern exploration.

About Newrange Gold Corp.

Newrange is an aggressive exploration and development company focused on near to intermediate term production opportunities in favorable jurisdictions including Nevada, Colorado and Colombia. Focused on developing shareholder value through exploration and development of key projects, the Company is committed to building sustainable value for all stakeholders. Further information can be found on our website at www.newrangegold.com.

Signed: “Robert G. Carrington”

President & CEO

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Forward–Looking Statement:

Some of the statements in this news release contain forward–looking information that involves inherent risk and uncertainty affecting the business of Newrange Gold Corp. Actual results may differ materially from those currently anticipated in such statements.

Sarama Resources Intersects High-Grade Gold Mineralisation at the South Hounde Project in Burkina Faso

VANCOUVER, BC —(Marketwired – June 19, 2017) – Sarama Resources Ltd. (“Sarama” or the “Company“) (TSX VENTURE: SWA) is pleased to announce that high–grade gold mineralisation has been intersected in an ongoing extensional diamond drilling program at the South Houndé Project (the “Project“) in south–western Burkina Faso.

The program was designed to test depth and strike extensions to high–grade shoots within known mineral resources and forms part of an ongoing, multi–faceted exploration program aimed at increasing the Project's 2.1Moz gold1 inferred mineral resource to support open pit mine development and investigate the potential for underground mining.

Highlights

  • Diamond drilling intersected exceptionally high–grade mineralisation, including an interval assaying 0.5m @ 112.3g/t Au, in the MC Deposit at the South Houndé Project.
  • Drilling targeted several discrete and high–grade shoots within the mineral resource to test for strike and depth extensions with a view to assessing underground mining potential.
  • Results continue to demonstrate the significant scale of the mineralised system at the South Houndé Project, with drill–defined mineralisation extending continuously from surface to a vertical depth of approximately 550m.
  • Drilling at the MM Deposit is anticipated to result in the extension of the mineral resource of approximately 200m down–dip in the areas proximal to high–grade shoots.
  • Drilling at the MC Deposit is anticipated to result in an approximate 150m strike extension of mineralisation around higher–grade shoots.
  • Program comprised of 11 holes for 1,300m reverse–circulation (“RC”) and 4,500m diamond drilling (or “DDH”) with highlighted downhole intersections including (see Appendices A & B for full details):
MC Deposit
  FRC1076RE1 (DDH)   6.0m @ 12.15 g/t Au from 231.0m   including 2.6m @ 27.03 g/t Au from 231.6m
        with 0.5m @ 112.3 g/t Aufrom 232.2m
    6.7m @ 3.85 g/t Au from 240.8m   including 3.9m @ 6.22 g/t Au from 243.1m
  FRC1075RE1 (DDH)   6.8m @ 6.83 g/t Au from 173.2m   including 2.0m @ 18.76 g/t Au from 177.5m
MM Deposit (southern area extensions)
  FRC1070RE1 (DDH)   11.3m @ 3.50 g/t Au from 397.5m    including 6.5m @ 5.03 g/t Au from 397.5m
MM Deposit (northern area extensions)
  FRC1071RE1 (DDH)   5.6m @ 2.65 g/t Au from 511.6m   including 1.5m @ 8.70 g/t Au from 513.1m
  FRC1072RE1 (DDH)   4.2m @ 2.82 g/t Au from 532.7m   including 1.1m @ 7.83 g/t Au from 535.2m
    3.4m @ 5.25 g/t Au from 603.3m    
  • USD$4.0M (CAD$5.4M) exploration program, funded by Acacia Mining plc, is budgeted for 2017 including geochemical and geophysical surveys and drill programs.
MC Deposit
 

A 3–hole program, consisting of 300m RC (pre–collars) and 1,000m diamond drilling was undertaken to test for strike and depth extensions of the mineral resource, proximal to high–grade mineralisation hosted in several different lode orientations. Of principal interest was a high–grade oblique lode represented by the intersection of mineralised, north–north–east (“NNE“) trending porphyry dykes and associated bounding sedimentary rocks, with a mineralised, north–east trending zone of cross faulting.

The drilling encountered several discrete mineralised lodes, assembled in a package of parallel lodes which is consistent with existing interpretations. Mineralisation was observed to be hosted in both porphyry dykes and in zones of altered sediments which are likely associated with NNE–trending structural features and generally featured high sulphide content, auguring well for elevated gold grades.

Of note was the intersection of 0.5m @ 112.3g/t Au from 232.2m in FRC1076RE1. The intersection represents the highest grade encountered in the Project to date and is interpreted to be intimately associated with the intersection of secondary oblique structural features with the predominant NNE–trending mineralisation to create an enrichment zone.

The drilling supports the expansion of the interpreted lodes by approximately 150m along strike, with depth extensions of up to 200m in several lodes also inferred.

Full results of the program are included in Appendix A, with highlighted intersections of:

FRC1076RE1 (DDH) 6.0m @ 12.15 g/t Au from 231.0m, including 2.6m @ 27.03 g/t Au from 231.6m,
  which includes 0.5m @ 112.3 g/t Au from 232.2m; and
  6.7m @ 3.85 g/t Au from 240.8m, including 3.9m @ 6.22 g/t Au from 243.1m
FRC1075RE1 (DDH) 6.8m @ 6.83 g/t Au from 173.2m, including 2.0m @ 18.76 g/t Au from 177.5m

Drilling in the area is ongoing, with planned holes building on observations from this recent drilling to better predict the intersection zones of the two dominant orientations of structural features.

MM Deposit
 

The 4.3km–long MM Deposit hosts the bulk of the Project's 2.1Moz gold1 inferred mineral resource and features several near–surface, higher–grade shoots which extend to depth and have potential for exploitation by underground mining.

An 8–hole program, consisting of 1,000m RC (pre–collars) and 3,500m diamond drilling was undertaken to principally test for strike and depth extensions in two of the high–grade shoots within the mineral resource. Several infill holes were also drilled into the existing mineral resource to better understand the controls of the higher–grade mineralisation to assist in targeting of the step–out holes.

Observations from the recent drilling support the hypothesis that two generalised periods of gold mineralisation are present on the basis of alteration, structural orientation and sulphide content. The higher–grade shoots targeted by the drilling are understood to be produced by the intersection of late–stage cross–cutting gold mineralisation, characterised by a zonal distribution of albite–silica alteration and the presence of lenses and stringers of sulphides, with the earlier and more spatially extensive NNE–striking mineralised lodes that are generally hosted by porphyry dykes, but with instances of sediment–hosted mineralisation associated with structural features aligned with this trend.

The recent drilling encountered various styles of mineralisation presenting as a series of parallel lodes, consistent with expectations and yielded gold grades which have the potential for exploitation by underground mining. It is anticipated that the step–out drilling will support extension of the mineral resource by approximately 200m down–dip in the two high–grade shoot areas tested. A 250m extension to the strike of modelled mineralisation in one of the areas is also indicated by the recent drilling.

These anticipated extensions to the mineral resource reinforce the scale of the mineralised system at the South Houndé Project, which now is interpreted to extend to a vertical depth of 550m. When considered in the context of the 10.3km–long drill–defined 'footprint' of the mineral resource, significant depth potential is clearly evident.

Full results of the program are included in Appendix B, with highlighted intersections of:

FRC1070RE1 (DDH) 11.3m @ 3.50 g/t Au from 397.5m, including 6.5m @ 5.03 g/t Au from 397.5m; and
  17.3m @ 1.52g/t Au from 427.0m, including 5.1m @ 3.31g/t Au from 429.5m
FRC1071RE1 (DDH) 5.6m @ 2.65 g/t Au from 511.6m, including 1.5m @ 8.70 g/t Au from 513.1m
FRC1072RE1 (DDH) 4.2m @ 2.82 g/t Au from 532.7m, including 1.1m @ 7.83 g/t Au from 535.2m; and
  3.4m @ 5.25 g/t Au from 603.3m
Drilling is ongoing and will continue to test for depth and strike extensions to other higher–grade shoots located along the strike of the MM Deposit.
 

Sarama's President and CEO, Andrew Dinning, commented:

“The shift in focus, for the near–resource portion of the exploration program, from extending near surface mineralisation to improving our understanding of the fabric and vertical extent of the system has immediately delivered results.

The deeper, high–grade intersections we are seeing broadens our development options to include underground mining. Although drill testing is limited, it has shown that we have continuity and economically significant grades at depth.

These drill results reinforce our belief that the South Houndé Project has the potential to be an open pit and underground mining complex, particularly when Sarama's highly accretive Bondi Deposit and recently acquired Botoro Property are included in the equation. Sarama remains positioned to play a key role in the development of the southern part of the Houndé Belt.”

ABOUT SARAMA RESOURCES LTD

Sarama Resources Ltd (TSX VENTURE: SWA) is a West African focused gold explorer with substantial landholdings in Burkina Faso. Sarama is focused on consolidating under–explored landholdings in Burkina Faso and other established mining jurisdictions.

Sarama's flagship properties are situated within the Company's South Houndé Project area in south–west Burkina Faso. Located within the prolific Houndé Greenstone Belt, Sarama's exploration programs have built on significant early success to deliver an inferred mineral resource estimate of 2.1 Moz gold1. Acacia Mining plc is earning up to a 70% interest in the South Houndé Project by satisfying certain conditions, including funding earn–in expenditures of up to US$14 million, over a 4–year earn–in period and may acquire an additional 5% interest, for an aggregate 75% interest in the Project, upon declaration of a minimum mineral reserve of 1.6 million ounces of gold. Acacia has satisfied certain milestones and currently holds a 50% interest in the South Houndé Project and is continuing to sole fund exploration activities.

Sarama holds a 31% participating interest in the Karankasso Project Joint Venture (“JV“) which is situated adjacent to the Company's South Houndé Project in Burkina Faso and is a JV between Sarama and Savary Gold Corp. (“Savary“). Savary is the operator of the JV and in October 2015, declared a maiden inferred mineral resource estimate of 671,000 ounces of contained gold2 at the Karankasso Project JV.

Sarama has also agreed to acquire4 a 100% interest in the Bondi Deposit from Orezone Gold Corporation (refer news release May 24, 2016). Bondi has a historical estimate of mineral resources of 0.3Moz Au (measured and indicated) and 0.1Moz Au (inferred)3.

Together, the South Houndé Project, Bondi Deposit and the Karankasso Project form a cluster of advanced gold deposits, within trucking distance of one another, which potentially offers a development option for a multi–source fed central processing facility in the southern Houndé Belt region of Burkina Faso.

Incorporated in 2010, the Company's Board and management team have a proven track record in Africa and a strong history in the discovery and development of large–scale gold deposits. Sarama is well positioned to build on its current success with a sound exploration strategy across its property portfolio.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Information in this news release that is not a statement of historical fact constitutes forward–looking information. Such forward–looking information includes statements regarding the Company's plans for drilling and geochemical and geophysical surveys at the South Houndé Project, the Earn–In Agreement with Acacia, including the amounts that may be spent on exploration and interests in the South Houndé Project that may be earned by Acacia upon making certain expenditures and estimating a minimum reserve, the potential to expand the present oxide component of the Company's existing estimated mineral resources, and future exploration plans.

Actual results, performance or achievements of the Company may vary from the results suggested by such forward–looking statements due to known and unknown risks, uncertainties and other factors. Such factors include, among others, that the business of exploration for gold and other precious minerals involves a high degree of risk and is highly speculative in nature; Mineral Resources are not Mineral Reserves, they do not have demonstrated economic viability, and there is no certainty that they can be upgraded to Mineral Reserves through continued exploration; few properties that are explored are ultimately developed into producing mines; geological factors; the actual results of current and future exploration; changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. There can be no assurance that any mineralisation that is discovered will be proven to be economic, or that future required regulatory licensing or approvals will be obtained. However, the Company believes that the assumptions and expectations reflected in the forward–looking information are reasonable. Assumptions have been made regarding, among other things, Acacia's continued funding of exploration activities, the Company's ability to carry on its exploration activities, the sufficiency of funding, the timely receipt of required approvals, the price of gold and other precious metals, that the Company will not be affected by adverse political events, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain further financing as and when required and on reasonable terms. Readers should not place undue reliance on forward–looking information.

Sarama does not undertake to update any forward–looking information, except as required by applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FOOTNOTES

1. South Houndé Project — 43.0 Mt @ 1.5 g/t Au (reported above cut–off grades ranging 0.3–2.2 g/t Au, reflecting the mining methods and processing flowsheets assumed to assess the likelihood of the inferred mineral resources having reasonable prospects for eventual economic extraction). The effective date of the Company's inferred mineral resource estimate is February 4, 2016. For further information regarding the mineral resource estimate please refer to the technical report titled “NI 43–101 Independent Technical Report South Houndé Project Update, Bougouriba and Ioba Provinces, Burkina Faso”, dated March 31, 2016. The technical report is available under Sarama Resources Ltd.'s profile on SEDAR at www.sedar.com.

2. Karankasso Project — 9.2 Mt @ 2.3 g/t Au (at a 0.5 g/t Au cut–off). The effective date of the Karankasso Project JV mineral resource estimate is October 7, 2015. For further information regarding the mineral resource estimate please refer to the technical report titled “Technical Report and Resource Estimate on the Karankasso Project, Burkina Faso”, dated October 7, 2015. The technical report is available under Savary Gold Corp's profile on SEDAR at www.sedar.com. Sarama has not independently verified Savary's mineral resource estimate and takes no responsibility for its accuracy. Savary is the operator of the Karankasso Project JV and Sarama is relying on their Qualified Persons' assurance of the validity of the mineral resource estimate.

3. Bondi Deposit — 4.1Mt @ 2.1g/t Au for 282,000 oz Au (measured and indicated) and 2.5Mt @ 1.8g/t Au for 149,700 oz Au (inferred), reported at a 0.5 g/t Au cut–off.

i. The historical estimate of the Bondi Deposit reflects a mineral resource estimate compiled by Orezone Gold Corporation (“Orezone”) which has an effective date of February 20, 2009. The historical estimate is contained in a technical report titled “Technical Report on the Mineral Resource of the Bondigui Gold Project”, dated date of February 20, 2009 (the “Bondi Technical Report”) and is available under the profile of Orezone on SEDAR at www.sedar.com.
ii. Sarama believes that the historical estimate is relevant to investors' understanding of the property, as it reflects the most recent technical work undertaken in respect of the Bondi Deposit.
iii. The historical estimate was informed by 886 drillholes, assayed for gold by cyanidation methods, were used to interpret mineralised envelopes and geological zones over the area of the historical estimate. Gold grade interpolation was undertaken using ID² methodology based on input parameters derived from geostatistical and geological analyses assessments. Field measurements and geological logging of drillholes were used to determine weathering boundaries and bulk densities for modelled blocks.
iv. The historical estimate uses the mineral resource reporting categories required under National Instrument 43–101.
v. No more recent estimates of the mineral resource or other data are available.
vi. Sarama is currently undertaking the necessary verification work in the field and on the desktop that may support the future reclassification of the historical estimate to a mineral resource.
vii. A qualified person engaged by Sarama has not undertaken sufficient work to verify the historical estimate as a current mineral resource and Sarama is therefore not treating the historical estimate as a current mineral resource.

4. Upon closing of the purchase agreement for the Bondi Deposit, Sarama will have 100% interest in Djarkadougou Property which hosts the Bondi Deposit.

NOTES — DRILLING

Drilling results are quoted as downhole intersections. True widths of mineralisation are estimated to be approximately 70% to 80% of reported downhole intersection lengths, except as otherwise noted. The orientation of some of the mineralised units is not yet well understood.

The reported composites for the drilling were determined using a cut–off grade of 0.30g/t Au to select significant and anomalous intersections, with a maximum of 2m internal dilution being incorporated into the composite where appropriate. No top–cuts were applied to assay grades. Isolated mineralised intersections less than 2m in length have not been reported.

Gold assays for the drilling were undertaken by the Bigs Global laboratories in Ouagadougou, Burkina Faso. Assays are determined by fire assay methods using a 50 gram charge, lead collection and an AAS finish with lower detection limits of 0.005g/t Au (Bigs Global).

The drilling was generally designed using a range of azimuths, according to program aims and mineralization orientation, dipping at approximately –55–60° and were of variable length. Holes were spaced at various intervals according to targeting intent. RC holes where sampled, were sampled at regular 1m downhole intervals. All diamond holes were sampled according to geological intervals but were generally < 1m.

Intersection oxidation state classification is based on visual logging of the drillholes.

Sarama undertakes geological sampling and assays in accordance with its quality assurance/quality control program which includes the use of certified reference materials for AC, RC and diamond drilling as well as field duplicates in the case of AC and RC drilling.

For further information regarding the Company's QAQC protocols please refer to the technical report titled “NI 43–101 Independent Technical Report, South Houndé Project Update, Bougouriba and Ioba Provinces, Burkina Faso”, dated March 31, 2016. The technical report is available under the Company's profile on SEDAR at www.sedar.com.

QUALIFIED PERSONS' STATEMENT

Scientific or technical information in this news release that relates to the Company's exploration activities in Burkina Faso is based on information compiled or approved by Guy Scherrer. Guy Scherrer is an employee of Sarama Resources Ltd and is a member in good standing of the Ordre des Géologues du Québec and has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43–101. Guy Scherrer consents to the inclusion in this report of the information, in the form and context in which it appears.

Scientific or technical information in this news release that relates to the preparation of the Company's mineral resource estimate is based on information compiled or approved by Adrian Shepherd. Adrian Shepherd is an employee of Cube Consulting Pty Ltd and is considered to be independent of Sarama Resources Ltd. Adrian Shepherd is a Chartered Professional Member in good standing of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43–101. Adrian Shepherd consents to the inclusion in this news release of the information, in the form and context in which it appears.

Scientific or technical information in this news release, in respect of the Bondi Deposit relating to mineral resource and exploration information drawn from the Technical Report prepared for Orezone on that deposit has been approved by Guy Scherrer. Guy Scherrer is an employee of Sarama Resources Ltd and is a member in good standing of the Ordre des Géologues du Québec and has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43–101. Guy Scherrer consents to the inclusion in this report of the information, in the form and context in which it appears.

Scientific or technical information in this news release that relates to the preparation of the Karankasso Project's mineral resource estimate is based on information compiled or approved by Eugene Puritch and Antoine Yassa. Eugene Puritch and Antoine Yassa are employees of P&E Mining Consultants Inc. and are considered to be independent of Savary Gold Corp. and Sarama Resources Ltd. Antoine Yassa is a member in good standing of the Ordre des Géologues du Québec and Eugene Puritch is a member in good standing of Professional Engineers Ontario. Eugene Puritch and Antoine Yassa have sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which they are undertaking to qualify as a Qualified Person under National Instrument 43–101. Eugene Puritch and Antoine Yassa consent to the inclusion in this news release of the information, in the form and context in which it appears. Sarama has not independently verified Savary's mineral resource estimate and takes no responsibility for its accuracy.

APPENDIX A – MC DEPOSIT DRILLING
Location (Prospect) Hole ID Hole Type Downhole
Intersection
Intersection
Material
Type
Depth
From
(m)
Depth
To
(m)
Dip
(°)
Azimuth
(°)
Hole Length
(m)
MC Deposit FRC1075 RC no significant intersections 0 80.7 –56 144 80.7
  (pre–collar)                
                   
  FRC1075RE1 DDH 6.8m @ 6.83 g/t Au 100% Fresh 173.2 180.0 –56 144 316.0
      including 2m @ 18.76 g/t Au from 177.5 – 179.5m          
      3.4m @ 8.17 g/t Au 100% Fresh 236.5 239.8      
      3.3m @ 0.90 g/t Au 100% Fresh 298.1 301.5      
      3.9m @ 0.94 g/t Au 100% Fresh 309.2 313.1      
      9.7m @ 0.77 g/t Au 100% Fresh 315.7 325.4      
      including 2m @ 2.08 g/t Au from 323.5 – 325.4m          
                   
  FRC1076 RC 2.0m @ 0.69 g/t Au 100% Fresh 141.0 143.0 –57 146 152.8
  (pre–collar)   4.8m @ 0.94 g/t Au 100% Fresh 148.0 152.8      
                   
  FRC1076RE1 DDH 6.0m @ 12.15 g/t Au 100% Fresh 231.0 237.0 –57 146 373.3
      including 2.6m @ 27.03 g/t Au from 231.6 – 234.2m with 0.5m @ 112.3 g/t Au from 232.2 – 232.7m
      6.7m @ 3.85 g/t Au 100% Fresh 240.8 247.5      
      including 3.9m @ 6.22 g/t Au from 243.1 – 247.1m          
      6.7m @ 2.11 g/t Au 100% Fresh 302.8 309.5      
      including 3.9m @ 3.12 g/t Au from 304.7 – 308.6m          
      9.1m @ 2.56 g/t Au 100% Fresh 315.0 324.1      
      including 4.5m @ 3.82 g/t Au from 319.6 – 324.1m          
      5.8m @ 1.15 g/t Au 100% Fresh 342.3 348.1      
      12.5m @ 1.49 g/t Au 100% Fresh 365.6 378.1      
      including 3.1m @ 2.86 g/t Au from 369.5 – 372.5m          
      5.0m @ 1.05 g/t Au 100% Fresh 412.0 417.0      
      3.1m @ 0.96 g/t Au 100% Fresh 479.7 482.9      
      3.3m @ 0.75 g/t Au 100% Fresh 487.1 490.4      
                   
  FRC1077 RC not sampled 0 81.0 –56 144 81.0
  (pre–collar)                
                   
  FRC1077RE1 DDH 5.0m @ 0.60 g/t Au 100% Fresh 212.0 217.0 –56 144 265.1
      3.4m @ 0.95 g/t Au 100% Fresh 238.1 241.5      
      3.0m @ 2.74 g/t Au 100% Fresh 300.8 303.8      
                   
                   
Notes:
Drillholes with a suffix of 'REx' denote RC holes that have been extended with a diamond drill tail

APPENDIX B – MM DEPOSIT DRILLING

Location (Prospect) Hole ID Hole Type Downhole
Intersection
Intersection
Material
Type
Depth
From
(m)
Depth
To
(m)
Dip
(°)
Azimuth
(°)
Hole
Length
(m)
MM Deposit FRC1071 RC no significant intersections 0 141 –55 112 141.0
(Northern) (pre–collar)                
                   
  FRC1071RE1 DDH 7.9m @ 0.45 g/t Au 100% Fresh 341.6 349.5 –55 112 495.7
      4.5m @ 0.32 g/t Au 100% Fresh 353.5 358.0      
      3m @ 0.61 g/t Au 100% Fresh 475.5 478.5      
      5.6m @ 2.65 g/t Au 100% Fresh 511.6 517.2      
      including 1.5m @ 8.70 g/t Au from 513.1 – 514.6m          
      3m @ 1.47 g/t Au 100% Fresh 607.5 610.5      
                   
  FRC1072 RC no significant intersections 0 176.3 –56 106 176.3
  (pre–collar)                
                   
  FRC1072RE1 DDH 8.6m @ 0.52 g/t Au 100% Fresh 344.4 353.0 –56 106 475.4
      4.3m @ 1.11 g/t Au 100% Fresh 355.5 359.8      
      3.2m @ 1.07 g/t Au 100% Fresh 471.8 475.0      
      4.2m @ 2.82 g/t Au 100% Fresh 532.7 536.9      
      including 1.1m @ 7.83 g/t Au from 535.2 – 536.3m          
      3.4m @ 5.25 g/t Au 100% Fresh 603.3 606.7      
                   
  DDH023RE1 DDH 2.7m @ 2.34 g/t Au 100% Fresh 423.8 426.5 –56 94 208.4
                   
MM Deposit FRC1070 RC no significant intersections 0 81.0 –56 114 81.0
(Southern) (pre–collar)                
                   
  FRC1070RE1 DDH 2.5m @ 0.89 g/t Au 100% Fresh 167.0 169.5 –56 114 429.6
      11.3m @ 3.50 g/t Au 100% Fresh 397.5 408.9      
      including 6.5m @ 5.03 g/t Au from 397.5 – 404.0m          
      17.3m @ 1.52 g/t Au 100% Fresh 427.0 444.3      
      including 5.1m @ 3.31 g/t Au from 429.5 – 434.6m          
                   
  FRC1073 RC abandoned 0.0 106.0 –55 114 106.0
  (precollar)                
                   
  FRC1073A RC no significant intersections 0.0 209.5 –56 109 209.5
  (pre–collar)                
                   
  FRC1073ARE1 DDH 4.5m @ 0.63 g/t Au 100% Fresh 590.4 595.0 –56 109 448.0
    DDH 11.3m @ 1.02 g/t Au 100% Fresh 613.7 625.0      
    DDH 3.6m @ 0.38 g/t Au 100% Fresh 632.6 636.3      
                   
  FRC1074 RC abandoned 0.0 69.0 –55 95 69.0
                   
  FRC1074A RC no significant intersections 0.0 185.7 –56 93 185.7
  (pre–collar)                
                   
  FRC1074ARE1 DDH 15.6m @ 0.91 g/t Au 100% Fresh 339.4 355.0 –56 93 232.1
      including 3.8m @ 1.85 g/t Au from 346.4 – 350.3m          
                   
  DDH087 DDH 4.5m @ 1.12 g/t Au 100% Fresh 88.9 93.5 –55 118 506.5
      3.9m @ 3.23 g/t Au 100% Fresh 467.0 470.9      
                   
  DDH088 DDH 2m @ 2.85 g/t Au 100% Oxide 63.0 65.0 –62 118 677.5
      3.7m @ 0.47 g/t Au 100% Fresh 508.9 512.6      
      14.8m @ 0.61 g/t Au 100% Fresh 529.9 544.7      
                   
Notes:
Drillholes with a suffix of 'REx' denote RC holes that have been extended with a diamond drill tail

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Marching Moose Capital Corp. Announces Update on Definitive Agreement with Avidian Gold Inc.

VANCOUVER, BC—(Marketwired – June 19, 2017) – Marching Moose Capital Corp. (TSX VENTURE: MMC.P) (“MMCC” or the “Company”), is pleased to provide an update on the amalgamation agreement it has entered into with Avidian Gold Inc. (“Avidian“) and MCCC Amalco Ltd. (“AcquisitionCo“), a wholly owned subsidiary of MMCC, dated March 13, 2017 (the “Amalgamation Agreement“) with respect to the business combination of MMCC and Avidian (the “Transaction“). The Transaction was announced in news releases dated October 26, 2016 and April 18, 2017. The Transaction will constitute MMCC's Qualifying Transaction (“QT“) as set forth in Policy 2.4 of the TSX Venture Exchange (the “Exchange“).

In order to obtain the necessary working capital for the Transaction, Avidian is currently in the process of completing a non–brokered offering of units of Avidian (the “Units“), at the price of $0.20 per Unit for gross proceeds of up to $3,500,000 (the “Financing“). Each Unit will be comprised of one common share of Avidian and one–half of one common share purchase warrant (the “Warrants“). Each whole Warrant is exercisable at $0.35 per share for a period of 24 months after closing of the Financing. The expiry date of the Warrants may be accelerated at any time following the 4–month anniversary of the date on which the common shares of Avidian are listed for trading on a Canadian securities exchange, or where the Transaction or any similar transaction has been completed, at any time following the 4–month anniversary of the date the common shares of the resulting issuer of such transaction begins trading on Canadian securities exchange, and prior to the expiry date but only where the volume–weighted average price of the common shares is greater than $0.46 (or such other price that is equivalent to $0.46 multiplied by a conversion ratio applicable to the common shares in connection with a transaction pursuant to which the common shares of Avidian or common shares of an applicable resulting issuer become listed on a Canadian securities exchange) (the “Warrant Acceleration Price“) for a period of 20 consecutive trading days, at which time Avidian or the applicable resulting issuer may accelerate the expiry date by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of such press release (the “Warrant Acceleration“). The Financing is being done in lieu of the equity financing of subscription receipts as announced in the Company's press release of April 18, 2017.

In accordance with the Transaction as earlier announced, and as announced in MMCC's news release dated April 28, 2017, MMCC has completed a share consolidation on a 2 to 1 basis (two pre–consolidated shares for one post–consolidated share) (the “Share Consolidation“), as approved by its shareholders at an AGM held on November 25, 2015. The Avidian shareholders will receive one post–consolidation MMCC share (a “Post–MMCC Share“) for every 2.17 Avidian common shares (the “Avidian Shares“) currently held. The Post–MMCC Shares issued to the shareholders of Avidian (including those issued pursuant to the Financing) will be exempt from registration and prospectus requirements of applicable securities laws, and they will not be subject to resale restrictions other than escrow restrictions applicable to insiders as required by the Exchange. If the Financing is completed for aggregate gross proceeds of $3,500,000 and 17,500,000 Units are sold at $0.20 per Unit, a total of 17,500,000 Avidian Shares and 8,750,000 Warrants will be issued. Accordingly, after the Transaction and allowing for the Share Consolidation and the issuance of one Post–MMCC Share for every 2.17 Avidian Shares, the Financing would be equivalent to the sale of 8,064,516 units (the “New Units“) sold at $0.434 per New Unit, with each New Unit consisting of one Post–MMCC share and one–half of one common share purchase warrant (the “New Warrants“) for a total of 8,064,516 Post–MMCC Shares and 4,032,258 New Warrants. Each New Warrant will be exercisable at $0.76 per Post–MMCC Share for a period of 24 months after closing of the Financing. The New Warrants shall contain the Warrant Acceleration and the Warrant Acceleration Price shall be adjusted from $0.46 to $1.00.

There are currently 89,149,786 Avidian Shares issued and outstanding. It is expected that Avidian will issue an additional 5,400,000 Avidian Shares pursuant to the exercise of convertible debentures prior to completion of the Transaction. This will result in MMCC issuing an aggregate of 43,571,329 revised number post–consolidated MMCC Shares to Avidian shareholders. These numbers shall be adjusted accordingly to account for any Units issued by Avidian in connection with the Private Placement which are exchanged for New Units pursuant to the Transaction.

There are currently 1,820,003 Post–MMCC Shares issued and outstanding and 346,650 stock options of MMCC outstanding. The holders of the MMCC stock options have agreed to cancel their stock options save and except for 55,200 options held by David W. Smalley.

Completion of the Transaction is subject to an outside date of July 11, 2017 (extended from a former outside date of June 15, 2017) and various closing conditions, which are usual and appropriate for an amalgamation, including but not limited to:

  • the confirmation of representations and warranties of each of MMCC, Avidian and AcquisitionCo as set out in the Amalgamation Agreement being true and correct at the closing of the Transaction;
  • the absence of any material adverse change in respect of any of the parties;
  • the parties receiving all requisite regulatory approval, including the approval of the Exchange, and any third party approvals and authorizations; and
  • the closing of the Financing.

The proposed directors and officers of the Resulting Issuer remain as outlined in the news release dated October 26, 2016. Haywood Securities Inc. has agreed to act as sponsor for the QT in accordance with the requirements of the Exchange.

As earlier announced, the TSX–V has agreed to extend MMCC's delist deadline to such time as the Transaction closes or is cancelled. Where the Transaction closes the Resulting Issuer will continue to be listed on the TSX–V. However, were the Transaction to fail MMCC would immediately move to NEX board and cancel 50% of its seed shares.

The TSX–V has mandated that in the meantime MMCC must call a special meeting of its shareholders, to be held on June 27, 2017, to approve a potential transfer of the Company to the NEX board, such transfer to be executed by the board of directors of MMCC should the Transaction be cancelled.

General

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or other disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to MMCC and Avidian was supplied by the parties, respectively, for inclusion herein, and MMCC and its directors and officers have relied on Avidian for any information concerning such party.

Other Information and Updates

MMCC and Avidian will continue to provide further details in respect of the Transaction, in due course, by way of news releases.

Statements in this press release regarding MMCCs business which are not historical facts are “forward–looking statements” that involve risks and uncertainties, such as terms and completion of the Transaction. Since forward–looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Forward Looking Statements

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release contains forward–looking statements relating to the timing and completion of the Transaction, the future operations of the Company and other statements that are not historical facts. Forward–looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Transaction and the future plans and objectives of the Company, are forward–looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Transaction set forth above and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward–looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward–looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward–looking statements contained in this news release are expressly qualified by this cautionary statement. The forward–looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward–looking statements as expressly required by Canadian securities law.

In the case of Avidian, this news release includes certain “forward–looking statements” which are particular to Avidian and are not comprised of historical facts. Forward–looking statements include estimates and statements that describe Avidian's future plans, objectives or goals, including words to the effect that Avidian or its management expects a stated condition or result to occur. Forward–looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward–looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to Avidian, Avidian provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward–looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward–looking information. Forward looking information in this news release includes, but is not limited to, Avidian's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward–looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, inadequate metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks to be disclosed in the filing statement or other disclosure document to be prepared in connection with the Transaction. Although Avidian believes that the assumptions and factors used in preparing the forward–looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Avidian disclaims any intention or obligation to update or revise any forward–looking information, whether as a result of new information, future events or otherwise, other than as required by law.