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Avidian Gold Announces $2.1 Million Rights Offering





NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

TORONTO, Ontario / TheNewswire / May 16, 2019 - Avidian Gold Corp. ("Avidian" or the "Company") (TSX-V:AVG) is pleased to announce that it will be undertaking a rights offering to raise up to $2.1 million. The Company is offering rights (the "Rights") to purchase common shares ("Common Shares") to eligible shareholders of record, at the close of business on the record date of May 27, 2019, on the basis of one right for each common share held (the "Rights Offering").

Basic Subscription

  • For every three (3) Rights held, eligible shareholders can subscribe for one Common Share of the Company upon payment of the subscription price of $0.11 per Common Share (the "Exercise Price");

    The subscription price for each Common Share has been priced at a discount of approximately 19% to the closing share price on May 16, 2019, as per regulatory requirements;

    The Rights Offering will be conducted in Canada and will be available to Canadian resident shareholders and to shareholders outside of Canada who are eligible under certain exemptions (see details below);

  • The Rights will trade on the TSX Venture Exchange under the symbol AVG.RT commencing on May 22, 2019. The Rights will expire at 5:00 p.m. (Toronto time) on June 21, 2019 (the "Expiry Time") and will become void and of no value;

    Eligible shareholders who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available as a result of unexercised Rights prior to the Expiry Time, subject to certain limitations set out in the Company's Rights Offering Notice ("Notice") and Rights Offering Circular ("Circular") (see details below on Subscription for Additional Shares);

    The shares purchased through the Rights Offering will be free-trading (and therefore not subject to the four-month hold that normally applies to shares issued through a private placement); and

    The Company intends to use the net proceeds of the Rights Offering to fund the Company's property payments for the Golden Zone and Amanita Properties in Alaska and the Jungo Property in Nevada, general and administrative expenses, and the remaining funds towards exploration expenses.

Details of the Rights Offering will be set out in the Notice and Circular which will be available under the Company's profile at www.sedar.com and on the Company's website at www.avidiangold.com.

Eligible Holders

The Notice, accompanying rights certificate, and form of Subscription will automatically be mailed to each registered shareholder in Canada and shareholders who are resident in Canada who own their shares through an intermediary, such as a bank, trust company, securities dealer or broker (in Canada), will receive materials and instructions from their intermediary (collectively the "Eligible Holders"). The Company encourages shareholders to review these documents carefully.

Eligible Holders who wish to exercise their Rights must forward the rights certificate, together with the applicable funds, to the Rights Agent, Computershare Investor Services Inc., 100 University Ave., 8th Floor, Toronto ON M5J 2Y1, on or before the Expiry Time.

Ineligible Holders

Shareholders who are resident in a jurisdiction outside of Canada (the "Ineligible Holders"), may be able to participate in the Rights Offering under certain exemptions. The Company will not issue or forward rights certificates to Ineligible Holders, however, a letter will be sent to them which will:

  • ??describe the conditions that must be met, and the procedures that must be followed in order for an Ineligible Holder to participate in the Rights Offering; and

  • ??advise them that their Rights will be held by Computershare Investor Services Inc. who will, prior to the Expiry Time, attempt to sell any unexercised rights of Ineligible Holders on such dates and at such prices as it determines in its sole discretion.

Ineligible Holders who wish to participate in the Rights Offering and are unsure of whether they meet the required exemptions are encouraged to contact the Rights Agent or the Company directly.

Subscription for Additional Shares

There are currently 57,021,683 Common Shares of the Company outstanding. If all of the Rights issued under the Rights Offering are validly exercised, a total of 19,007,227 Common Shares will be issued under the Rights Offering with gross proceeds of approximately $2,090,795.

Eligible Holders who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, as a result of unexercised Rights prior to the Expiry Time, subject to certain limitations set out in the Company's Circular.

Management and insiders of the Company have indicated they will be participating in the Rights Offering.

About Avidian Gold Corp.

Avidian Gold brings a disciplined and veteran team of project managers together with a regional scale advanced stage gold-copper exploration portfolio in Alaska. Avidian's Golden Zone project also hosts a NI 43-101 Indicated gold resource of 267,400 ounces (4,187,000 tonnes at 1.99 g/t Au) plus an Inferred gold resource of 35,900 ounces (1,353,000 tonnes at 0.83 g/t Au). Additional projects include Amanita which is adjacent to Kinross Gold's Fort Knox gold mine in Alaska, Jungo and Dome Hill in Nevada and Strickland in Newfoundland.

Avidian Gold is focused on and committed to the development of advanced stage mineral projects throughout first world mining friendly jurisdictions using industry best practices combined with a strong social license from local communities. Avidian Gold has 56,160,756 shares issued and outstanding.

For further information, please contact:

David Anderson, President and CEO

Mobile: 403 688 8863

Email: danderson@avidiangold.com

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 news release.

Forward-looking information

This News Release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.