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Resource Capital Gold Closes First Tranche of Non-Brokered Financing

March 2, 2018 Download PDF

Not for distribution to United States newswire services or for dissemination in the United States

RESOURCE CAPITAL GOLD CORP. (TSX-V: RCG) ("RCG" or the "Company") is pleased to announce that it has closed the first tranche ("First Tranche") of its previously announced non-brokered private placement of units ("Units") of the Company at an issue price of $0.09 per Unit and units issued on a flow- through basis at a price of $0.10 per flow-through unit (the "FT Units") (the Units and FT Units collectively, the "Offering"). Each Unit consists of one common share (a "Common Share") and one half of one common share purchase Warrant (each whole common share purchase warrant, a "Warrant"). Each FT Unit issued on a flow-through basis consists of one Common Share and one half of one Warrant. Each Warrant is transferable and entitles the holder to acquire one Common Share until March 2, 2020 at a price of C$0.12.In connection with the First Tranche, the Company issued an aggregate of (i) 6,111,111 Units, and (ii) 16,500,000 FT Units, for total aggregate proceeds of C$2,199,999.99.

Pursuant to the FT Unit Offering, the Company entered into finder’s fee agreements with Sprott Private Wealth LP and Echelon Wealth Partners (collectively, the "Finders"), pursuant to which the Finders were paid a finder’s fee equal to 6% of the gross proceeds of the FT Unit Offering.

The gross proceeds from the sale of the FT Units will be used to fund work on the Company’s properties as qualifying Canadian Exploration Expenses as defined in subsection 127(9) of the Income Tax Act (Canada) which will be renounced to the subscribers with an effective date of December 31, 2018.

The net proceeds from the sale of the Units will be used for advancing the Company’s projects, working capital and general corporate purposes.

The securities issued pursuant to the Offering will be subject to a statutory four month hold period ending on July 3, 2018 pursuant to applicable securities legislation.

Eric Sprott, through his holding company, 2176423 Ontario Ltd., participated in the Offering, purchasing 6,111,111 Units for total consideration of $550,000 (representing approximately 3.6% of the outstanding Common Shares on a non-diluted basis and 4.9% on a partially diluted basis assuming the exercise of all of Mr. Sprott’s Share purchase warrants). As a result of this purchase, Mr. Sprott beneficially owns 32,257,311 Shares and 18,055,555 Share purchase warrants (approximately 19.2% on an undiluted basis and 27.0% on a partically diluted basis). Prior to this purchase, Mr Sprott beneficially owned 26,146,200 Shares and 15,000,000 Share purchase warrants (approximately 18.0% on an undiluted basis and 25.6% on a partially diluted basis). The Units were acquired for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities either on the open market or through private acquisitions or sell the securities either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of 2176423 Ontario Ltd.’s early warning report will appear with the Company’s documents on the System for Electronic Analysis and Retrieval and may also be obtained by contacting Mr. Sprott at (416) 362-7172 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States of America or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful.


"Jack R. Cartmel"

Jack R. Cartmel
Interim CEO and President

For more information, please contact:
Resource Capital Gold Corp. Vancouver Park Place
666 Burrard Street, Suite 500 Vancouver V6C 3P6
BC Canada
P +1 604 642 6114
E info@rcgcorp.ca; rcgcorp.ca

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