December 16, 2016
Eureka Announces Up to $ 150,000 Flow Through Financing
Vancouver, British Columbia, –December 16, 2016 – Eureka Resources Inc. (“Eureka” or the “Company”) (TSXV: EUK) announced today that it plans to raise up to $150,000 through a private placement of flow through securities (the “Offering”).
The private placement will consist of up to of 1,500,000 units (the “Flow Through Units”) at $0.10 per unit for total proceeds of up to $150,000. Each unit will consist of one common share and one half share purchase, each whole warrant (a “Warrant”) entitling the holder to acquire an additional common share that will not be a flow through share, at $0.15 per share for two years from closing. The Company intends to expend the proceeds from the private placement for exploration that qualifies as Canadian exploration expense (as defined in the Income Tax Act (Canada)) on the Company’s Canadian properties, and will renounce such expenditures that do so qualify to purchasers of the Flow Through Units.
Finder’s fees of 6% cash and 6% warrants (the “Finder’s Warrants”) may be payable. Each Finder’s Warrant will entitle the holder to acquire a unit consisting of one common non flow through share and Warrant, at a price of $0.10 per unit.
All share purchase warrants issued under the Offering, including the Finder’s Warrants and the warrants underlying the Finder’s Warrants, will be subject to an acceleration clause which will cause the warrants, if unexercised, to expire on the date which is 30 days after the date that the volume weighted average trading price of the Company’s common shares on the TSX Venture Exchange exceeds $0.25 per share over a period of 10 consecutive trading days and the Company gives notice by issuing a press release.
All securities issued in the Offering will be subject to a four‐month hold period, during which time the securities may not be traded. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available. The Offering is subject to regulatory approval.
How to participate in the Offering
To participate in the Offering, investors must complete the applicable subscription agreement and return the completed subscription agreement along with a certified cheque or bank draft for the total purchase price payable to Eureka Resources Inc., at Suite 1100-1111 Melville Street, Vancouver, B.C., V6E 3V6. A subscription agreement may be obtained by contacting the Company directly at (604) 449-2273 or by e-mailing email@example.com. Participation is subject to available space and is at the discretion of the Company. Shareholders and interested investors are encouraged to return completed subscription agreements promptly using commercial couriers or priority post.
About the Offering
The Offering will be available to accredited investors (as defined in National Instrument 45-106), and other purchasers subject to the availability of exemptions from the prospectus requirements of Canadian securities laws .
Eureka is an exploration-focused company located in Vancouver, BC whose strategy is to acquire projects in prospective areas that have the potential to deliver important discoveries and create value for shareholders.
Gemini Lithium Brine Project, South-Central Nevada
Eureka owns a 50% interest in this project located approximately 40 km (26 miles) from Silver Peak, North America’s only producing lithium mine. It is in a similar geological setting to the Clayton Valley and recent geophysical work has outlined conductive zones interpreted as brine horizons at Gemini, which will be tested by drilling expected to commence in late 2016 or early 2017. Advantage Lithium Corp. (TSXV: AAL, “Advantage”) has entered into an option agreement to earn a 50% interest in Gemini from Nevada Sunrise Gold Corp.
Luxor Project Yukon Territory
Luxor is located in the White Gold area in the Dawson Range Gold Belt of the western Yukon, a district of major porphyry, breccia and vein occurrences in a very active area of the Yukon Territory. Neighboring properties include the Coffee deposit recently acquired by Goldcorp; Western Copper and Gold Corporation’s Casino deposit and Independence Gold projects. The Project is accessed via a well-maintained Territorial gravel road from Dawson City.
Placer gold mining in the Klondike area has been active since the late 1890’s Yukon Gold Rush. Bedrock exploration commenced in the area in the 1970s, with the development of the Casino property.
FG (formerly Frasergold) Project, Cariboo Gold District, BC
The project is located at the headwaters of the Horsefly River, 50km east of Horsefly, BC. Over $15.0 million of exploration work has been completed on this project, establishing a Measured and Indicated resource of 376,000 ounces of gold at an average grade of 0.776 g/t (using a 0.5 g/t cut-off), and an Inferred resource of 634,900 ounces of gold at an average grade of 0.718 g/t (using a 0.5 g/t cut-off). Mineralization has been outlined over a 3 km strike length, and additional mineralization could extend along an interpreted 10 km strike length. Further details on the gold resource can be found in “NI 43-101 Technical Report, Frasergold Exploration Project, Cariboo Mining Division, dated July 27, 2015” available on SEDAR or at the Company’s website. Canarc Resource Corp (TSX CCM) has an option to earn a 75% interest in the FG Project.
Gold Creek Project, Cariboo Gold District, BC
The project is located 2 km north of the Village of Likely, BC. Gold occurs in the same Mesozoic sedimentary package as at Spanish Mountain and the Company’s FG property. There are numerous soil anomalies on the property over a 12 km strike length. Much of the property is covered by overburden and remains virtually unexplored. Limited percussion drilling was completed in the 1980s, with anomalous values of gold up to 1.1g/t reported over a hole length of 1.5 m.
John R. Kerr, P.Eng., is the Company’s designated Qualified Person for this news release within the meaning of NI 43-101 and has reviewed and approved the technical information described in this news release.
Further information on Eureka can be found on the Company’s website at www.eurekaresourcesinc.com and at www.sedar.com, or by contacting Michael Sweatman, President and CEO, or Bob Ferguson by email at firstname.lastname@example.org or by telephone at (604) 449-2273.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Company’s proposed financings, objectives, goals and future exploration plans at the Gemini Project and the FG Project, the costs related to the Company’s proposed exploration programs, and the business and operations of the Company. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board or regulatory approvals; those additional risks set out in the Company’s public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply 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. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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