January 16, 2018 – Vancouver, British Columbia. Blackrock Gold Corp. (the “Company”) is pleased to announce that it has entered into loan agreements with Hendrik van Alphen, Deepak Malhotra and Alistair Waddell pursuant to which an aggregate of approximately $101,350 (the “Loan”) has been made available to the Company. The Company intends to use the proceeds from the Loan for general working capital purposes.
The loan agreements provide that any outstanding balance of the principal amount of each loan and the interest owing pursuant to such loan is due and payable to the lenders twelve months from the date of their respective agreement or upon demand after 6 months. Interest is payable on the outstanding balance of the principal amount of the Loan at the rate of 8% per annum.
In addition, the Company has agreed to issue an aggregate of 1,447,987 bonus warrants to the lenders, each warrant exercisable at a price of $0.07 per share for a period 12 month from the respective dates of their agreements. The loan transactions and the issuance of the bonus warrants are subject to the acceptance of the Exchange.
The loan agreements with Hendrik van Alphen and Deepak Malhotra, both insiders of the Company, constitute “related party transactions” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The related party transactions are exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to subsection 5.5(a) of MI 61-101, and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101, as the fair market value of the transactions do not exceed 25% of the Company’s market capitalization. A material change report as contemplated by the related party transaction requirements under MI 61-101 was not filed more than 21 days prior to closing of the transactions as fund advances were required shortly after the terms of the loan were finalized in order to be able to meet the Company’s anticipated short-term cash requirements.
For further information, please contact:
Greg Schifrin, Chief Executive Officer
Blackrock Gold Corporation
Telephone: 1 – 208-290-1180