/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, Nov. 7, 2019 /CNW/ - Goldplay Exploration
Ltd. (TSXV: GPLY, FRANKFURT: GPE,
OTCQB: GLYXF) ("Goldplay" or the "Company") is pleased to
announce that Pollitt & Co. Inc. (the "Agent"), the
agent for the Company's previously announced brokered private
placement financing of up to 12,500,000 common shares at a price of
$0.20 per share (refer to our press
release of October 7, 2019), has
elected to exercise its over-allotment option in full to sell up to
an additional 2,500,000 shares. As a result, the Company has
closed its over-subscribed brokered private placement and issued
15,000,000 shares for gross proceeds of $3,000,000.
Marcio Fonseca, Goldplay
President & CEO stated, "We welcome and thank our new investors
who have participated in this Private Placement, adding to our
strong list of shareholders. We embrace the opportunity to propel
our strategy for systematic exploration and continued resource
expansion by way of surface and underground drilling at San
Marcial."
Certain directors and officers of the Company (the
"Insiders") participated in the private placement and
purchased an aggregate of 1,950,000 common shares for aggregate
gross proceeds of $390,000
(Marcio Fonseca, the Company's
President, CEO and a director, purchased 700,000 shares for
$140,000 and Gino DeMichele, a director of the Company,
purchased 1,250,000 shares for $250,000). Participation by Insiders in the
private placement is considered a "related party transaction"
pursuant to Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Company is exempt from the requirements to
obtain a formal valuation and minority shareholder approval in
connection with the Insiders' participation in the private
placement in reliance of sections 5.5(a) and 5.7(a) of MI 61-101,
respectively, on the basis that participation in the Offering by
the Insiders did not exceed 25% of the fair market value of the
Company's market capitalization.
Prior to the issuance of the 700,000 shares to Marcio Fonseca under this private placement, Mr.
Fonseca owned or controlled 5,229,889 shares of Goldplay.
Upon completion of the acquisition of shares under this private
placement, Mr. Fonseca now has ownership and control of 5,929,889
shares representing approximately 8.7% of the outstanding shares of
Goldplay on a non-diluted basis. On a partially diluted basis
(assuming the exercise of all 1,367,514 stock options and 28,312
warrants held or controlled by Mr. Fonseca), Mr. Fonseca would have
ownership and control over approximately 10.5% of the then issued
Goldplay shares. The shares acquired by Mr. Fonseca under the
private placement are held for investment purposes only. Mr.
Fonseca may acquire additional Goldplay shares or dispose of
Goldplay shares (through market or private transaction) from time
to time. A copy of the related early warning report may be
obtained under Goldplay's profile on the SEDAR website
(www.sedar.com) or from Goldplay at Suite 900 – 900 West Hastings
Street, Vancouver, BC, V6C
2W2.
The Company intends to use the net proceeds of the Offering to
continue resource expansion drilling including underground and
surface exploration on the Company's flagship San Marcial property
in Mexico and for working capital
and general corporate purposes.
In connection with the financing, the Company paid a cash
commission totaling $171,600 and
issued an aggregate of 891,000 broker warrants. Each broker
warrant is exercisable for one common share at a price of
$0.25/share for three years.
All securities issued under this financing are subject to a hold
period expiring on March 7, 2020 in
accordance with applicable securities laws and policies of the
TSX.V.
This news release does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities in
the United States of America. The
securities have not been and will not be registered under the
United States Securities Act of 1933 (the "1933 Act") or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons (as
defined in the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such
registration is available.
About Goldplay Exploration Ltd.
Goldplay has successfully consolidated a district-sized
portfolio, owning >250 sq. km of mineral concessions in the
historic Rosario gold-silver
Mining District in the state of Sinaloa,
Mexico. Its flagship project, San Marcial, consists of a
1,250 ha land package located south of the La Rastra and Plomosas historic mines. San
Marcial is a near-surface, high-grade silver, lead, and zinc open
pit amenable project for which a NI 43-101 resource estimate was
completed by Goldplay in early 2019. Additionally, high-grade gold
was drilled in July 2019 at San
Marcial, opening up the potential for further gold success.
Goldplay's 100% owned El Habal
precious metals project is located 20 km west of the San Marcial
Project. It comprises 3,700 hectares and is located 75 km southeast
of the modern coastal port of Mazatlán, and 10 km on a paved road
from the historic mining town of Rosario,
Sinaloa, Mexico.
Goldplay's current focus includes expanding its NI 43-101
resource estimate at the San Marcial project, which contains 36Moz
Ag Eq (indicated) + 11Moz Ag Eq (Inferred), by defining new
high-grade gold and silver targets along the project's 6 km
mineralized trend. Goldplay is the first company to perform
exploration work at San Marcial in over 10 years. It is a low-risk
development stage project, fully exploration permitted and
supported by the local communities to carry out all proposed
exploration activities. Only 500 m of
the 6 km trend has been drilled to date, highlighting the
significant potential for further discoveries. The Company has
identified 8 high-priority targets along the 6 km trend and is
currently drilling two high-priority targets at Faisanes and
Nava. Some of these exploration
targets consist of old shallow pits, caved shafts and historic
shallow underground workings in areas with extensive hydrothermal
alteration, hosted by major regional structures in a felsic
volcanic environment. Mapping and sampling by Goldplay have
revealed evidence of dacite-rhyolite dome structures in a highly
prospective geological environment for additional high-grade gold
and silver discoveries.
The El Habal Project is a drill-stage project. Its oxidized gold
mineralized zone outcrops along a series of rolling hills with
evidence of historic shallow underground mining along a 6 km-long
prospective corridor. The El Habal Project is located near the
historic gold-silver Rosario Mine which operated for over 250
years.
Goldplay's team has over 30 years of experience with senior
roles in exploration, financing, and development in the mining
industry, including over ten years of extensive exploration
experience in the Rosario Mining District, leading to previous
successful discoveries.
The NI 43-101 reports for each of the San Marcial and El Habal
Projects are available on SEDAR.
Disclaimer for Forward-Looking
Information
This press release contains
forward-looking statements and information that are based on the
beliefs of management and reflect the Company's current
expectations. When used in this press release, the words
"estimate", "project", "belief", "anticipate", "intend", "expect",
"plan", "predict", "may" or "should" and the negative of these
words or such variations thereon or comparable terminology are
intended to identify forward-looking statements and information.
Such statements and information reflect the current view of the
Company. Risks and uncertainties may cause actual results to differ
materially from those contemplated in those forward-looking
statements and information. By their nature, forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or
achievements, or other future events, to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements.
Mr. Marcio Fonseca
P. Geo, President & CEO
Goldplay Exploration
Ltd.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accept responsibility for the adequacy or
accuracy of this press release.
SOURCE Goldplay Exploration Ltd