VANCOUVER, June 17, 2019 /CNW/ - Goldplay
Exploration Ltd. (TSXV: GPLY, OTCQB: GLYXF) ("Goldplay" or the
"Company") is pleased to announce that the Company will
undertake a private placement (the "Offering") of up to
8,800,000 common shares at a price of $0.125 per share for gross proceeds of up to
$1,100,000. The proceeds of the
Offering will be used for exploration on the Company's San Marcial
property in Mexico and general and
administration costs for its operations in Mexico and Canada.
The Company may pay finders' fees comprised of cash and/or
warrants in connection with the Offering, subject to compliance
with the policies of the TSX.V. Completion of the Offering and
the payment of any finders' fees remain subject to the receipt of
all necessary regulatory approvals, including the approval of the
TSX.V.
Subject to regulatory approval, it is proposed that certain
directors and officers of the Company (the "Insiders") will
participate in the Offering and purchase an aggregate of 3,220,000
common shares for aggregate gross proceeds of $402,500 (Marcio
Fonseca, the Company's President, CEO and a director, will
purchase 2,100,000 shares for $262,500; Gino
DeMichele, a director of the Company, will purchase 800,000
shares for $100,000; and Trevor Woolfe, the Company's VP Corporate
Development & Exploration, will purchase 320,000 shares for
$40,000). Participation by Insiders
in Offering 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 Offering 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.
The Company has also negotiated debt settlement with arm's
length and non-arm's length creditors. Pursuant to the debt
settlement agreements, and subject to acceptance by the TSX-V, the
Company has settled aggregate debt of $75,000 outstanding as at May 31, 2019, in consideration for which it will
issue an aggregate of 600,000 common shares at a deemed price of
$0.125 per share. Certain insiders of
the Company participated in the debt settlements (Marcio Fonseca, the Company's President, CEO and
director, agreed to settle $20,000
debt for 160,000 shares; Blaine
Bailey, the Company's CFO, agreed to settle $20,000 debt for 160,000 shares; and Trevor Woolfe, the Company's VP Corporate
Development & Exploration, agreed to settle $20,000 debt for 160,000
shares). Participation by Insiders in the debt settlements is
also considered a "related party transaction" pursuant to 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 debt settlements in
reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively,
on the basis that participation in the debt settlements by the
Insiders did not exceed 25% of the fair market value of the
Company's market capitalization.
About Goldplay Exploration Ltd.
Goldplay owns a >250 sq. km exploration portfolio in the
historical Rosario Au-Ag Mining District, Sinaloa, Mexico. Goldplay's current focus
includes resource expansion and exploration at the San Marcial
Project, as well as a follow up exploration program at the El Habal
Project.
The San Marcial land package consists of 1,250 ha, located south
of the La Rastra and Plomosas
historical mines in the Rosario Mining District, Sinaloa, Mexico. San Marcial is an attractive,
near-surface high-grade silver, lead and zinc open pit project for
which a NI 43-101 resource estimate was completed by Goldplay in
early 2019 (See News Release dated February
7, 2019). It is a low risk resource development stage
project, fully permitted for all exploration activities and with
support and authorization by local communities to carry out all
necessary work on the project. San Marcial exhibits significant
exploration upside supported by regional exploration programs
recently completed by Goldplay along 6 km mineralized trend with
identification of 8 new Au-Ag exploration targets. Some of these
exploration targets consist of old shallow pits, caved shafts and
historical underground workings in areas with extensive
hydrothermal alteration, hosted by major regional structures. A
current NI 43-101 report on the San Marcial Project is filed on
SEDAR.
The El Habal Project is a drilling stage project. The oxidized
gold mineralized zone outcrops along a series of rolling hills with
evidence of historical shallow underground mining along a 6 km long
prospective corridor. The El Habal Project is located near the
historical gold-silver Rosario Mine which reportedly 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. A current NI 43-101 report on the El Habal
Project is filed 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