MEADOW BAY GOLD ANNOUNCES SECOND TRANCHE OF PRIVATE PLACEMENT

By on Jul 5, 2016 in News |

Vancouver, BC – June 29, 2016 Meadow Bay Gold Corporation (“Meadow Bay Gold” or the “Company”) (TSX: MAY) (OTCQB: MAYGF) (Frankfurt: 20M, WKN A1C3DN) announces that further to its news release of April 29, 2016 disclosing the closing of a unit private placement (the “April Private Placement”), the Company has arranged a second tranche of such private placement (the “Second Tranche”) consisting of the sale of an additional 5,999,849 units (the “Units”), which sale is subject to receipt of Toronto Stock Exchange (“TSX”) approval and approval from the Company’s shareholders (“Shareholder Approval”) to be sought at the Company’s Annual General Meeting scheduled for Wednesday, July 20, 2016 (the “Meeting”). Each Unit consists of one common share of the Company and one share purchase warrant (a “Warrant”), each Warrant entitling the holder to purchase one additional common share of the Company (a “Warrant Share”) at an exercise price of $0.07 per Warrant Share for a period of five years from the date of issuance of the Warrants. Finder’s fees amounting to 7% of the proceeds in cash may be paid and up to 419,989 finder’s warrants (the “Finder’s Warrants”) having the same terms as the Warrants may be issued to persons who introduce the Company to investors in connection with the Second Tranche.

Closing of the Second Tranche is subject to receipt of Shareholder Approval pursuant to TSX policies for the following reasons: (a) the issue price of $0.06 per Unit is less than $0.0604515, being the lowest allowable Unit issue price after applying the maximum allowable discount of 25% from the five-day volume weighted average trading price (the “5 Day VWAP”) of the Company’s common shares (the “Common Shares”) on the TSX of $0.080602 for the period ended June 14, 2016 (the date of notice of the Second Tranche was submitted to the TSX); (b) the Warrant and Finder’s Warrant exercise price of $0.07 per Warrant Share is less than the 5 Day VWAP; and (c) the up to 12,419,687 Common Shares (being 14.76% of the Company’s current issued and outstanding Common Shares (assuming exercise of the Warrants and Finder’s Warrants) that may be issued pursuant to the Second Tranche, when added to the up to 8,222,636 Common Shares that were issued and which may be issued pursuant to the April Private Placement, totals 20,642,323 Common Shares, which constitutes in excess of 25% (25.78%) of the Company’s issued and outstanding Common Shares immediately prior to closing of the April Private Placement. Any securityholder participating directly or indirectly in the Second Tranche and their associates and affiliates are not eligible to vote their Common Shares at the Meeting to approve the Second Tranche.  In addition, securityholders who acquired Common Shares pursuant to the April Private Placement are also not eligible to vote such Common Shares at the Meeting to approve the Second Tranche.

It has come to the attention of management of the Company (“Management”) that the printed versions of the Notice of Meeting, Information Circular of the Company dated June 13, 2016 (the “Circular”), the form of Proxy (the “Proxy”) and the Voting Instruction Form (the “VIF”, and collectively with the Circular and the Proxy, the “Meeting Materials”) in connection with the solicitation of proxies for use at the Meeting, refers to an incorrect number of Units, Warrants and Finder’s Warrants to be issued under the Second Tranche. In particular, the printed versions of the Meeting Materials refer to (a) 4,336,766 Units to be issued (rather than 5,999,849 Units); (b) up to 4,336,766 Warrant Shares (rather than up to 5,999,849 Warrant Shares) being issuable upon exercise of the Warrants; and (c) up to 303,573 Warrant Shares (rather than up to 419,989 Warrant Shares) being issuable upon exercise of the Finder’s Warrants. Accordingly, the Company is to amend the text of the ordinary resolution to be proposed to the Company’s shareholders at the Meeting in respect of the Second Tranche. The proxyholder named in the Proxy or VIF returned by Company shareholders who vote in favour of the Second Tranche will, pursuant to the discretionary authority granted by the shareholder in the Proxy or VIF, be voted in favour of the aforementioned ordinary resolution. Management confirms that all other disclosure pertaining to the Second Tranche in the printed versions of the Meeting Materials are correct and notes that the electronic versions of the Meeting Materials to be filed on SEDAR will refer to the correct amounts of securities.

For further information please contact:

Meadow Bay Gold Corporation www.meadowbaygold.com

Robert Dinning, Chairman and director
Tel: 604-641-4450

Matthew Harrington, Launch IR
Tel: 613-882-7467

Neither TSX Venture Exchange nor its 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 press release.

This press release includes certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward looking information” within the meaning of Canadian securities laws. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual events and results to differ materially from Meadow Bay’s  expectations include the need to satisfy the conditions set forth in any agreement entered into in connection with the Desert Hawk transaction and the equity financing; the need to satisfy regulatory and legal requirements with respect to the Desert Hawk transaction and the equity financing; risks related to the exploration stage of Meadow Bay’s projects; market fluctuations in prices for securities of exploration stage companies; and uncertainties about the availability of additional financing.  Trading in the securities of Meadow Bay should be considered highly speculative.  Meadow Bay does not intend, and does not assume any obligation, to update any forward-looking statements, other than as required by applicable law.

The press release makes reference to historical estimates.  The historical estimates are by definition herein not NI 43-101 compliant and are included herein in for historic context and completeness. There can be no assurances that any of the historical estimates will be able to be categorized as a NI 43-101 compliant resource or reserve category or demonstrate any economic viability. Investors are cautioned not to rely on the historical estimates when making their investment decisions.