New Klondike Announces Partial Revocation Orders of Failure-To-File Cease Trade Orders to Permit Completion of Private Placement Financing

NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES

TORONTO, April 05, 2021 (GLOBE NEWSWIRE) — New Klondike Exploration Ltd. (the “Company” or “New Klondike”) today announced that the Ontario Securities Commission, the British Columbia Securities Commission and the Autorité des marchés financiers have each issued an order dated March 31, 2021 partially revoking (the “Partial Revocation Orders”) the failure-to-file cease trade orders previously issued against the Company (the “FFCTOs”) for failing to file certain outstanding continuous disclosure documents in a timely manner. The Company applied for the Partial Revocation Orders to be able to complete a proposed issuance of up to 340,000,000 common shares (“Common Shares“) in the capital of the Corporation (the “Transaction“). Pursuant to the Transaction (i) up to 184,610,560 Common Shares will be issued at a price of C$0.001 per Common Share pursuant to private placements of issuance of Common Shares for gross proceeds of up to C$184,610.56 (the “Private Placement“), and (ii) up to 155,389,440 Common Shares will be issued at a price of C$0.001 pursuant to shares-for-debt transactions related to settlement of trade payable advances and unsecured notes. The Company intends to proceed to complete the Transaction, including the Private Placement; however, there can be no assurances that the Transaction will be completed in full, or at all. The FFCTOs continue to apply in all other respects.

The proceeds of the Private Placement will be used to pay, among other things, outstanding fees owed to the Company’s auditors and other service providers, public and filing fees, legacy accounts payable as well as for general working capital purposes. If and when the Transaction is completed and the Company has paid the outstanding public and filing fees, the Company will apply for a full revocation of the FFCTOs.

Prior to completion of the Transaction, each participant in the Transaction, including each potential investor in the Private Placement, will receive a copy of the FFCTOs and the Partial Revocation Orders, and will be required to provide an acknowledgement to the Company that all of the Company’s securities, including the Common Shares issued in connection with the Transaction, will remain subject to the FFCTOs until such orders are fully revoked, and that the granting of the Partial Revocation Orders by the Ontario Securities Commission, the British Columbia Securities Commission and the Autorité des marchés financiers does not guarantee the issuance of a full revocation order in the future. In addition, in accordance with applicable securities legislation, all Common Shares issued pursuant to the Transaction will be subject to a hold period of four months and a day from the applicable closing dates of the Transaction.

The Partial Revocation Orders will terminate on the earlier of: (i) the completion of the Transaction, and (ii) May 30, 2021, being 60 days from the date on which the Partial Revocation Orders were issued. There can be no assurances that the Transaction will be completed on the terms set out herein, or at all, or that the proceeds of the Private Placement will be sufficient for the purposes of the Company.

ON BEHALF OF THE BOARD
“Charles Liu”
Chief Executive Officer

This press release is not an offer or a solicitation of an offer of securities.

Information set forth in this press release may contain forward-looking statements. Forward-looking statements are statements that relate to future, not past events. In this context, forward-looking statements often address a company’s expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. 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. Such factors include, among others, risks associated with project development; the need for additional financing; operational risks;; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the absence of dividends; competition; dilution; the volatility of our common share price and volume; and tax consequences to Canadian and U.S. Shareholders. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

Contact:
Derrick Weyrauch
416-317-3773