VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 7, 2017) -
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES.
Orca Gold Inc. (TSX VENTURE:ORG) ("Orca" or the "Corporation") announces that the previously announced
non-brokered private placement (see Corporation's news release on June 12, 2017) (the "Private Placement") has been fully
subscribed and has closed on a total of 35,652,500 units for gross proceeds of approximately $14.3 million. The remaining $0.7
million of the aggregate $15 million financing will complete early next week, as a result of international wire transfers which
could not clear into the Corporation's Canadian bank account today due to cut-off times.
All common shares and warrants issued under the Private Placement will be subject to a four-month plus one day hold period in
accordance with applicable Canadian securities laws.
The Corporation will pay a 6% cash commission to certain arm's length finders in connection with the Private Placement.
The proceeds of the Private Placement will primarily be used to fund ongoing operations at the Corporation's 70%-owned Block
14 Gold Project.
The common shares and warrants to be issued under the Private Placement have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may
not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities
Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the Corporation's securities in the United States.
About Orca Gold Inc.
Orca Gold Inc. (TSX VENTURE:ORG) is a Canadian resource company focused on exploration opportunities in
Africa. Our flagship asset is the 70%-owned Block 14 Gold Project in the Republic of the Sudan.
On behalf of the Board of Directors:
Richard P. Clark
CEO and Director
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information and forward-looking statements within the meaning
of applicable Canadian securities laws, including statements regarding Orca's (the "Corporation", "we" or "our") plans and
expectations relating to the expected timing of the closing of the remainder of the Private Placement and use of proceeds. These
statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet
determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute
"forward-looking statements" to the extent that they involve estimates of the mineralization that will be encountered if the
property is developed. The assumptions, risk and uncertainties outlined below are non-exhaustive. Should one or more of these
risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or
achievements of the Corporation, or industry results, may vary materially from those described in this press release.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects",
"anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives",
"potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could",
"would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar
expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements and forward-looking information are not guarantees of future performance and are based upon a
number of estimates and assumptions of management at the date the statements are made including without limitation, assumptions
about the following (the "Forward-Looking Factors"): future prices of gold and other metals; successful exploration, development,
and production of Block 14; the timing and completion of the DFS; the timing and likelihood of a production decision; performance
of contractual obligations by counterparties; operating conditions; political stability; obtaining governmental approvals and
financing on time; financial projections and budgets; obtaining licenses and permits; government regulation of the Corporation's
mining activities; environmental risks and expenses; market conditions; the securities market; price volatility of the
Corporation's securities; currency exchange rates; foreign mining tax regimes; insurance and uninsured risks; financial
projections and results; competition; availability of sufficient capital, infrastructure, equipment and labour; dependence on key
personnel; dependence on outside parties; conflicts of interest; litigation; land title issues; local community issues;
estimation of mineral resources; realization of mineral resources; timing and amount of estimated future production; the life of
Block 14; reclamation obligations; changes in project parameters as plans continue to be evaluated; and anticipated costs and
expenditures; our ability to achieve the Corporation's goals including settling a required investment and exploitation agreement
with the Government of Sudan and the status of the U.S. economic sanctions imposed against Sudan. While we consider these
assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political,
regulatory, competitive and other risks and uncertainties, and contingencies, many of which are based on factors and events that
are not within the control of the Corporation and there is no assurance they will prove to be correct.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could
cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation
known and unknown risks, uncertainties and other factors relating to the Forward-Looking Factors above, and those factors
disclosed under the heading "Risk Factors" in the Corporation's documents filed from time to time with the securities regulators
in the provinces of Canada.
In addition, a number of other factors could cause the actual results, performance or achievements of the Corporation to
differ materially from any future results, performance or achievements expressed or implied by the forward-looking information,
and there is no assurance that the actual results, performance or achievements of the Corporation will be consistent with them.
For further details, reference is made to the risk factors discussed or referred to in the Corporation's annual and interim
management's discussion and analyses on file with the Canadian securities regulatory authorities and available electronically on
the SEDAR website at www.sedar.com. Although the Corporation has attempted to
identify important factors that could cause actual actions, events, results, performance or achievements to differ materially
from those described in forward-looking statements and forward-looking information, there may be other factors that cause
actions, events, results, performance or achievements not to be as anticipated, estimated or intended. There can be no
assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Such forward-looking statements and information are made or
given as at the date of this press release and the Corporation disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required under
applicable securities law. The reader is cautioned not to place undue reliance on forward-looking statements or
forward-looking information.
Neither the 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 release.