Barrian Mining arranges $15-million financing

Feb 3, 2020

2020-01-30 17:09 ET – News Release

Mr. Max Sali reports

BARRIAN MINING ANNOUNCES BROKERED FINANCING WITH SPROTT CAPITAL PARTNERS

Barrian Mining Corp. has engaged Sprott Capital Partners LP as lead agent on its own behalf and, if applicable, on behalf of a syndicate of agents, for a brokered private placement on a commercially reasonable efforts basis of up to 68,181,818 units of the company at a price of 22 cents per unit to raise gross proceeds of up to $15-million. Each unit will consist of one common share of the company and one common share purchase warrant of the company. The company has also granted the agents an option exercisable for the sale of up to an additional 15 per cent of the units sold under the offering, to cover overallotments, if any.

Each warrant will entitle the holder to acquire one share at a price of 30 cents per share for a period of three years following the closing of the offering, provided that if the volume weighted average price of the shares on the TSX Venture Exchange is equal to or greater than 50 cents for a period of 10 consecutive trading days, the company may, at its option, elect to accelerate the expiry of the warrants by providing notice to the holders thereof, in which case the warrants will expire on the 30th calendar day following delivery of such notice.

Prior to the closing of the offering, Barrian intends to complete a consolidation on the basis of one postconsolidation share for two preconsolidation shares.

Net proceeds from the offering will be used by the company to make certain payments to Liberty Gold Corp. in connection with the Kinsley acquisition (defined below), to finance exploration and maintenance costs on its properties, and for general working capital purposes. Please see Barrian’s news release dated Dec. 2, 2019, for more information regarding the proposed acquisition by the company of Liberty Gold’s interest in the Kinsley Mountain gold project. On Jan. 10, 2020, the company and Liberty Gold extended the financing condition in connection with the Kinsley acquisition to Feb. 28, 2020.

The closing of the offering is subject to a number of conditions, including, but not limited to, approval by the exchange of the offering, the satisfaction of the conditions of closing of the Kinsley acquisition, including final approval by the exchange of the Kinsley acquisition, and minimum gross proceeds from the offering of $7.5-million.

Agents’ compensation

On the closing of the offering, the company has agreed to pay the agents a cash commission equal to 7 per cent (3.5 per cent in respect of a set amount of president’s list purchasers) of the gross proceeds of the offering and to issue to the agents non-transferable warrants equal to 7 per cent (3.5 per cent in respect of a set amount of president’s list purchasers) of the aggregate number of units issued pursuant to the offering exercisable for the purchase of units at 22 cents per unit for a period of two years following the closing of the offering.

The units, the shares and warrants under the units and the agents’ warrants will be subject to a hold period of four months and one day from their date of issue in accordance with applicable securities laws.

About Barrian Mining Corp.

Barrian is a gold exploration company focused on acquiring and advancing precious metal projects in the United States. Barrian’s flagship Bolo project, located 90 kilometres northeast of Tonopah, Nev., hosts Carlin-type gold mineralization. In addition, Barrian has an earn-in option to acquire 100 per cent of the Sleeper project, which is located in the historic Mogollon epithermal silver-gold mining district of New Mexico. Barrian also has the option to acquire 100 per cent of the Troy Canyon project located in Nevada.

We seek Safe Harbor.

https://barrianmining.com/

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