Orca Gold Inc. Announces Closing of First Tranche of Strategic Investment by Resolute Mining Limited

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VANCOUVER, B.C., May 31, 2018 (GLOBE NEWSWIRE) -- Orca Gold Inc. (TSX-V:ORG) (“Orca” or the “Company”) is pleased to announce that it has closed the first of two tranches of its previously announced private placement (see Company news release on May 28, 2018). The Company has issued 16,182,480 common shares (“Shares”) to a subsidiary of Resolute Mining Limited (“Resolute”) at a price of C$0.675 per Share for gross proceeds of C$10,923,174. In the second tranche of the financing, Resolute will subscribe for an additional 16,182,480 Shares for an aggregate purchase price of C$10,923,174 to be paid by the issuance of 8,953,421 ordinary shares of Resolute – calculated using a Resolute share price of C$1.22 per ordinary share. The second tranche is expected to close on or before July 16, 2018.

The Company has also issued a warrant (the “Special Warrant”) whereby Resolute may acquire an additional 1,876,422 Shares of the Company at a price of C$0.675 per Share following the issuance of 10,633,169 Shares to Kinross Gold Corporation (“Kinross”) on the closing of the acquisition of two wholly-owned exploration companies from Kinross (the “Kinross Deal”) located and operating in Côte d’Ivoire (see Company news release on February 1, 2017). Upon the closing of the Kinross Deal, Resolute may exercise the Special Warrant to first acquire 938,221 Shares and acquire the remaining 938,221 Shares after closing the second tranche of the private placement. The Special Warrant will expire on the later of 60 days from the completion of the Kinross Deal and November 1, 2018, but in any event, no later than May 31, 2023.  All of the securities of Orca issued under the private placement are subject to a hold period which will expire on October 1, 2018 in accordance with applicable Canadian securities laws.

Net proceeds of the private placement will be used to provide the Company with additional funding for optimization of the ongoing Feasibility Study on its Block 14 Gold Project in Sudan. Continued success of resource expansion based on a new geological interpretation (see Company news release on May 1, 2018) has resulted in a decision by Orca’s Board of Directors to extend the delivery of the Feasibility Study to Q4 2018. Private placement proceeds will also go towards ongoing exploration in Côte d’Ivoire.