Pacton Gold Closes $2.7 Million Private Placement, Enters into Strategic Partnership with Goldspot Discoveries Corp.

(TheNewswire)

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Vancouver, British Columbia / TheNewswire / June 7, 2019 – Pacton Gold Inc. (TSXV: PAC, OTC: PACXF, FSE: 2NKN) (the “Company” or “Pacton”) is pleased to announce the first tranche closing of a non-flow-through offering of 17,305,000 common shares (the “NFT Shares”) for total gross proceeds of $1,730,500 and the first tranche closing of a flow-through offering of 8,333,000 flow-through common shares (the “FT Shares”) for total gross proceeds of $999,960.  The FT offering includes a continued investment from Sprott Asset Management, which also participated in the Company’s financing announced December 14, 2018.

The Company intends to raise in total up to $3,000,000 through the sale of up to 30,000,000 NFT Shares at $0.10 per NFT Share and up to $2,000,000 through the sale of up to 16,666,667 FT Shares at $0.12 per FT Share.

The gross proceeds from the issuance of the FT Shares will be used for Canadian Exploration Expenses and will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada).  The proceeds from the issuance of NFT Shares will be used for general working capital.

The Company has engaged Red Cloud Klondike Strike Inc. as a finder on the placement.  Finder’s fees may be payable to Red Cloud Klondike Strike Inc. and others, subject to the policies of the TSX Venture Exchange.

The Company is also pleased to announce that it has entered into a strategic partnership with GoldSpot Discoveries Inc. (“GoldSpot”) to advance its Red Lake property.  The parties have entered into an Investment Agreement and related agreements whereby: (i)  Goldspot will participate in the NFT offering for the aggregate amount of $1,000,000; (ii) the Company has granted GoldSpot a 0.5% net smelter return royalty on all of its currently held and future earned interest in its Red Lake property; (iii) GoldSpot will have the option to purchase a further 0.5% net smelter return royalty on the Company’s Red Lake property at a purchase price of $1,000,000; (iv) GoldSpot will also have the option to purchase a 0.5% net smelter return royalty on the Company’s Australian tenements for a purchase price of $1,000,000; and (v) the Company has entered into a services agreement with GoldSpot for a term of 18 months whereby GoldSpot will provide services related to the evaluation and identification of possible mineralization and drill targets on the Company’s Red Lake property.

Denis Laviolette, Chief Executive Officer and President of GoldSpot, said, “This is GoldSpot’s largest investment to date, and we are excited to work with Dale Ginn and the entire Pacton team to find a new discovery at its Red Lake property.”

Dale Ginn, Executive Chairman of Pacton, commented, “Exploration progress to date at Pacton’s Red Lake gold project has been very positive and we are looking forward to ramping up activity in partnership with  GoldSpot.  The combination of our technical team’s experience and GoldSpot’s advanced, proprietary technology, significantly enhances the potential for a gold discovery at Red Lake.”

All securities issued under the placements will be subject to a four month hold period from the date of issue in accordance with applicable securities laws. The placement is subject to final acceptance of the TSX V.

Certain directors of the Company are also participating in the private placement. Participation of insiders of the Company in the private placement constitutes a related-party transaction as defined under Multilateral Instrument 61-101. Because the Company’s shares trade only on the TSXV, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(b) of MI 61-101.

4.On Behalf of the Board of Pacton Gold Inc.

6.R. Dale Ginn

7.Executive Chairman

For more information, please contact 1-(855)-584-0258 or [email protected].

Neither TSX Venture Exchange, the Toronto Stock Exchange nor their 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.

Copyright (c) 2019 TheNewswire - All rights reserved.