Cuda Oil and Gas Inc. Announces Closing of First Tranche of Brokered Private Placement

Calgary, Alberta–(Newsfile Corp. – November 9, 2018) – Cuda Oil and Gas Inc. (TSXV: CUDA) (“Cuda” or the “Company“) is pleased to announce that it has closed the first tranche of its previously announced private placement of common shares of the Company (the “Common Shares“) for gross proceeds of approximately $7.2 million (the “Offering“). The Company issued 2,981,212 Common Shares at a price of $2.40 per share pursuant to the first tranche of the Offering. The Common Shares issued pursuant to the Offering are subject to a four month hold period. The Company anticipates using the net proceeds of the Offering for exploration and development activities, acquisitions and for working capital and general corporate purposes. Cuda anticipates that it will complete a second tranche of the Offering in November 2018.

In connection with the Offering, the Company has entered into an agency agreement with a syndicate of investment dealers led by KES 7 Capital Inc., with co-joint book runners Eight Capital and Cormark Securities Inc.

Certain officers and directors of the Company subscribed for a total of 198,312 Common Shares pursuant to the first tranche of the Offering for an aggregate subscription price of $475,949. The subscriptions by officers and directors are related party transactions within the meaning of applicable securities laws that are exempt from the formal valuation and minority approval requirements applicable to related party transactions.

About Cuda Oil and Gas Inc.

Cuda Oil and Gas Inc. is engaged in the business of exploring for, developing and producing oil and natural gas, and acquiring oil and natural gas properties across North America. The Cuda management team has worked closely together for over 20 years in both private and public company environments and has an established track record of delivering strong shareholder returns. Cuda will continue to implement its proven strategy of exploring, acquiring, and exploiting with a long term focus on large, light oil resource based assets across North America including significant operational experience in the United States. The Cuda management team brings a full spectrum of geotechnical, engineering, negotiating and financial experience to its investment decisions.

For further information please contact:

Glenn Dawson
President and Chief Executive Officer
Cuda Oil and Gas Inc.
(403) 454-0862

Forward-Looking Information

This news release contains forward-looking information. All statements other than statements of historical fact included in this release are forward-looking statements that involve various risks and uncertainties and are based on forecasts of future operational or financial results, estimates of amounts not yet determinable and assumptions of management. In particular, this news release includes forward-looking information relating to the use of proceeds from the Offering and the closing of a second tranche of the Offering. Risk factors that could prevent forward-looking statements from being realized include market conditions, ongoing permitting requirements, the actual results of current exploration and development activities, operational risks, risks associated with drilling and completions, uncertainty of geological and technical data, conclusions of economic evaluations and changes in project parameters as plans continue to be refined as well as future oil and gas prices. Although Cuda has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Seabridge Gold Secures $14.0 Million Private Placement

Toronto, Ontario–(Newsfile Corp. – November 9, 2018) – Seabridge Gold Inc. (TSX: SEA) (NYSE: SA) (the “Company” or “Seabridge”) announced today that it has secured a non-brokered private placement of one million common shares of the Company at a price of $14.00 per share for gross proceeds of $14,000,000. No commissions are payable on this transaction. The proceeds from the financing will be used to fund general working capital requirements and a 2019 drill program at the Company’s 100% owned Snowstorm Project located in Nevada. (See our June 12, 2018 news release for information on Snowstorm).

The private placement is expected to close on or about November 23, 2018 and is subject to customary closing conditions including, but not limited to, the approval of the TSX and the NYSE. The financing is being made by way of private placement in Canada and the issued shares will be subject to a four-month hold period in Canada. Seabridge has granted the private placees an option to increase the size of the private placement by an additional 250,000 common shares exercisable until December 24, 2018.

This press release is not an offer of common shares for sale in the United States. The common shares may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the US. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. Seabridge will not make any public offering of the securities in the United States. The common shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Seabridge Gold holds a 100% interest in several North American gold resource projects. The Company’s principal assets are the KSM and Iskut properties located near Stewart, British Columbia, Canada and the Courageous Lake gold project located in Canada’s Northwest Territories. For a breakdown of Seabridge’s mineral reserves and resources by project and category please visit the Company’s website at http://www.seabridgegold.net/resources.php.

Neither the Toronto Stock Exchange, New York Stock Exchange, nor their Regulation Services Providers accepts responsibility for the adequacy or accuracy of this release.

All reserve and resource estimates reported by the Corporation were calculated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy Classification system. These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

Statements relating to planned exploration work at the Company’s projects and on the timing of completion of the private placement are “forward-looking information” within the meaning of Canadian securities legislation and forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as the following: expects, plans, aims, anticipates, believes, intends, estimates, projects, assumes, potential and similar expressions, and, being estimates, resource and reserve estimates are also forward-looking statements. Forward-looking statements also include reference to events or conditions that will, would, may, could or should occur, including in relation to the use of proceeds from the offering. These forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable at the time they are made, are inherently subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from logistical, technical or other factors; the possibility that results of work will not fulfill projections/expectations and realize the perceived potential of the Company’s projects; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold reserves and resources; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of environmental issues at the Company’s projects; the possibility of cost overruns or unanticipated expenses in work programs; the need to obtain permits and comply with environmental laws and regulations and other government requirements; fluctuations in the price of gold and other risks and uncertainties, including those described in the Company’s December 31, 2017 Annual Information Form filed with SEDAR in Canada (available at http://www.sedar.com) and the Company’s Annual Report Form 40-F filed with the SEC on EDGAR (available at http://www.sec.gov/edgar.shtml).

ON BEHALF OF THE BOARD

“Rudi Fronk”
Chairman and CEO

For further information please contact:
Rudi P. Fronk, Chairman and CEO
Tel: (416) 367-9292
Fax: (416) 367-2711
Email: info@seabridgegold.net

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS

Maritime Announces the Closing of the $3.5 million Private Placement

Vancouver, British Columbia–(Newsfile Corp. – November 8, 2018) – Maritime Resources Corp. (TSXV: MAE) (“Maritime” or the “Company”) is pleased to announce that it has closed its non – brokered private placement previously announced on October 11, 2018. The Company has raised $3,502,959 through the issuance of a combination of 25,460,900 Units (the “Units”) at a price of $0.11 per Unit and 5,402,000 Flow-Through units (the “FT Units”) at a price of $0.13 per FT Unit (the “Offering”).

Each Unit consists of one common share and one-half (1/2) of one transferable common share purchase warrant (“Warrant”). Each whole Warrant will entitle the holder to acquire one common share of the Company at a price of $0.15 per common share for a period of 24 months expiring November 7, 2020.

Each FT Unit consists of one common flow-through share and one-half (1/2) of one transferable common share purchase warrant (“FT Warrant”). Each whole FT Warrant will entitle the holder to acquire one non-flow-through common share of the Company at a price of $0.15 per common share for a period of 24 months expiring November 7, 2020.

All Warrants will include an acceleration clause that, if at any time after 4 months from the closing of the Offering, if the closing price of the Company’s common shares on the TSX Venture Exchange is greater than $0.25 for 20 consecutive trading days, then the expiry date for the Warrants and the Warrants may, by notice in writing by the Company, be accelerated to 30 days following the date that such notice is given.

The Company issued a total of 2,152,791 finder units (“Finder Units”) at a price of $0.11 per Finder Unit. Each Finder Unit is comprised of one common share and one-half (1/2) of one non-transferable warrant (“Unit Finder Warrant”). Each whole Unit Finder Warrant is exercisable to purchase one common share of the Company at a price of $0.15 per common share for a period of 24 months expiring November 7, 2020.

The Company also issued 2,152,791 finder warrants exercisable at a price of $0.11 for a period of 24 months expiring November 7, 2020.

All securities issued are subject to a four month hold period expiring March 9, 2019.

Dundee Resources Ltd. purchased $1.77 million of the financing and now, together with its affiliates, owns or controls approximately 18.54% of Maritime Resources on an undiluted basis and 25.28% on a partially diluted basis. As finder, Sprott Capital Partners, a division of Sprott Private Wealth has placed $1.5 million, with Sprott Inc. purchasing $625,000 and together with its affiliates will own 13.25% of Maritime Resources on a partially diluted basis.

Doug Fulcher, President and CEO of Maritime commented, “With the closing of this placement and the significant participation by both Dundee and Sprott as strategic partners we are now in a position to move forward with our goals for the Hammerdown and Whisker Projects. We are continuing to add to our team of professional to further enhance our ability to advance our project in Newfoundland.”

Use of Proceeds

The net proceeds from the financing will be used to advance the Company’s 100% owned Hammerdown Mine project as well as the Whisker Valley and Orion project in Newfoundland and for general working capital and corporate purposes.

About Maritime Resources Corp:

Maritime Resources holds 100% of the Green Bay Property, located near Springdale, Newfoundland and Labrador, Canada. The property hosts the past producing Hammerdown gold mine and the Orion gold deposit separated by a 1.5 km distance that sits within an overall strike length of 4000 metres. As well the Lochinvar base metals/precious metals deposit sits to the north east end of the Rumbullion deposit.

Based on the Company’s March 2017 PFS, the Hammerdown mine is expected to produce approximately 180,000 ounces over a 5 year life at a cash cost of $558 CDN with an all in cost (including capital, sustaining capital and operating cost) of $955 CDN per ounce of gold. Total estimated upfront capital is $35M CDN, and the project has a pre-tax NPV8% = $72M CDN with an IRR of 47% based on a toll milling arrangement at the nearby Nugget Pond Mill. The after tax NPV8% = $44M CDN with an IRR = 35% based on a $1250/oz gold price.

There exist numerous opportunities for improvement, including a significant reduction in planned development and capital costs, as well as increasing the mine life with the conversion of approximately 400,000 ounces of gold in the inferred category adjacent to existing mine development.

Further information on the Green Bay Gold Property can be found on our website along with the NI43-101 compliant Technical Report filed on SEDAR on July 11, 2013 at www.maritimeresourcescorp.com.

Bernard H. Kahlert, P.Eng. is the Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this release.

On behalf of the Board of Directors,

Doug Fulcher
President, CEO

For further information, please call:
Doug Fulcher
Telephone: (604) 336-7322
info@maritimeresourcescorp.com

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. Statements in this press release, other than purely historical information, including statements relating to the Company’s future plans and objectives or expected results, may include forward-looking statements. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in resource exploration and development. As a result, actual results may vary materially from those described in the forward-looking statements.

Caution Regarding Forward Looking Statements:

Certain information included in this press release, including information relating to future financial or operating performance and other statements that express the expectations of management or estimates of future performance constitute “forward-looking statements”. Such forward-looking statements include, without limitation, statements regarding copper, gold and silver forecasts, the financial strength of the Company, estimates regarding timing of future development and production and statements concerning possible expansion opportunities for the Company. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief are based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, the price of and anticipated costs of recovery of, copper concentrate, gold and silver, the presence of and continuity of such minerals at modeled grades and values, the capacities of various machinery and equipment, the availability of personnel, machinery and equipment at estimated prices, mineral recovery rates, and others. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to, interpretation and implications of drilling and geophysical results; estimates regarding timing of future capital expenditures and costs towards profitable commercial operations. Other factors that could cause actual results, developments or events to differ materially from those anticipated include, among others, increases/decreases in production; volatility in metals prices and demand; currency fluctuations; cash operating margins; cash operating cost per pound sold; costs per ton of ore; variances in ore grade or recovery rates from those assumed in mining plans; reserves and/or resources; the ability to successfully integrate acquired assets; operational risks inherent in mining or development activities and legislative factors relating to prices, taxes, royalties, land use, title and permits, importing and exporting of minerals and environmental protection. Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and the Company does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise, except as required under applicable security law.

Captiva Verde Land Corp Announces 2 Million Unit Private Placement

Coquitlam, British Columbia–(Newsfile Corp. – November 7, 2018) – Captiva Verde Land Corp (CSE: PWR) (“Captiva”), is pleased to announce that it has confirmed a Private Placement for 2 million units at $0.14 per unit. Each unit comprises one common share and one half of one common share purchase warrant with a whole warrant exercisable into one common share at a price of $0.25 for a period of one year from the date of closing. The funds are for general corporate purposes.

About Captiva

Captiva Verde Land Corp is a sustainable real estate company that invests in assets that contain green residential communities, disruptive manufacturing facilities, organic food production and Cannabis operations. Captiva is listed as a Life Sciences company on the Canadian Securities Exchange under the symbol PWR.

On Behalf of the Board of Directors

“Jeff Ciachurski”

Jeffrey Ciachurski
Chief Executive Officer and
Director
Cell: (949) 903-5906
E-mail: westernwind@shaw.ca

Cautionary Statement Regarding “Forward-Looking” Information

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “anticipates”, “plans”, “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Cairo Resources Announces Close of Private Placement

[DATELINE] Cairo Resources Inc. (the “Company“) (TSXV: QAI) announces that it has completed a non-brokered private placement of 300,000 common shares of the Company at a price of $0.27 per common share for gross proceeds of C$81,000 (the “Offering”).

The Company will apply the proceeds of the Offering towards general working capital purposes.

All securities issued or issuable under the Offering are subject to a four-month hold period expiring on March 8, 2019 in addition to such other restrictions as may apply under applicable securities laws in jurisdictions outside of Canada.

There were no finder’s fees paid in connection with the Offering.

On Behalf of the Board of Directors of Cairo Resources Inc.,

“Darryl Cardey”
President & CEO

For further information, please contact:

Darryl Cardey, President & CEO
Tel: 604-638-8063

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

Falcon Closes $175,000 Private Placement

Vancouver, British Columbia–(Newsfile Corp. – November 7, 2018) – FALCON GOLD CORP. (TSXV: FG) (“Falcon” or the “Company”) announces the Company has closed its previously announced non-brokered private placement of $175,840 priced at $.035/Unit. Each Unit consists of one common share and one 2-year common share purchase warrant exercisable for 2 years and priced at $.05. 5,024,000 shares have been issued and all shares issued are subject to a four-month hold period expiring March 08, 2019.

Finders fees amounting to $5,250 and broker warrants of 150,000 having the same terms as the subscribers’ warrants have been paid.

Proceeds from this financing shall be used by the Company as follows:

Ontario projects sampling/trenching – $75,000; geologist- $10,000; audit fees – $18,000; legal fees- $9,000; accounting- $12,000; rent- $12,000; office overhead- $15,840; administration- $21,000; regulatory filing fees- $3,000.

About Falcon Gold Corp.

Falcon is a Canadian based mineral exploration company focused on generating, acquiring, and exploring opportunities in the Americas. Its Ontario, Canada projects include: the Central Canada cobalt, copper, gold project; the Coomer Lake vanadium project; the Wabunk cobalt, copper project, and the Burton gold property. Falcon also has an agreement to acquire 20,461 hectares within the Sierra de Las Minas District, Argentina which has hosted several past producing gold, copper and silver mines. For information on the Company, please visit our website: www.falcongold.ca.

CONTACT INFORMATION:

Falcon Gold Corp.

David Tafel
Chairman

Stephen Wilkinson
CEO & Director

Telephone: 604-683-1991
Email: info@falcongold.ca

Cautionary Language and Forward-Looking Statements

This news release may contain forward looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, etc. Forward looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

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 release.

Rise Gold Announces Final Closing of C$2.5 Million Financing

Vancouver, British Columbia–(Newsfile Corp. – November 6, 2018) – Rise Gold Corp. (CSE: RISE) (OTCQB: RYES) (the “Company“) announces that it has closed the second and final tranche of the non-brokered private placement announced in its October 16, 2018 news release (the “Private Placement“).

In the final tranche closing, the Company raised a total of $750,000 through the sale of 7,500,000 units (each a “Unit“) at $0.10 per Unit where each Unit consists of one share of common stock (a “Share“) and one half of one share purchase warrant (a “Warrant“). Each whole Warrant entitles the holder to acquire one Share at an exercise price of $0.13 until November 5, 2020. All 7,500,000 Units issued in the final tranche were acquired by Southern Arc Minerals Inc. (“Southern Arc“). All securities issued pursuant to the Private Placement will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws. The Company will use the proceeds from the Private Placement for the advancement of its Idaho-Maryland Gold Project and for general working capital.

Yamana Gold Inc. (TSX: YRI) (NYSE: AUY) (“Yamana“) recently completed a strategic initial investment of C$1.75 million in the Company through the purchase of 17,500,000 Units through a wholly-owned subsidiary, Meridian Jerritt Canyon Corp., in the closing of the first tranche of the financing. Yamana is a Canadian-based gold producer with significant gold production, gold development stage properties, exploration properties, and land positions throughout the Americas including Canada, Brazil, Chile and Argentina.

Southern Arc is an insider of the Company by virtue of its shareholdings, and as a result, its participation in the Private Placement constitutes a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The related party transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to subsection 5.5(a) of MI 61-101, and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101. The Company will file a material change report. A material change report was not filed more than 21 days prior to closing as contemplated by the related party transaction requirements under MI 61-101 as the insider participation was only recently confirmed.

The securities offered have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

About Rise Gold Corp.

Rise Gold is an exploration-stage mining company. The Company’s principal asset is the historic past-producing Idaho-Maryland Gold Mine located in Nevada County, California, USA. The Idaho-Maryland Gold Mine is a past producing gold mine with total past production of 2,414,000 oz of gold at an average mill head grade of 17 gpt gold from 1866-1955. Historic production at the Idaho-Maryland Mine is disclosed in the Technical Report on the Idaho-Maryland Project dated June 1st, 2017 and available on www.sedar.com. Rise Gold is incorporated in Nevada, USA and maintains its head office in Vancouver, British Columbia, Canada.

On behalf of the Board of Directors:

Benjamin Mossman
President, CEO and Director
Rise Gold Corp.

For further information, please contact:

RISE GOLD CORP.
Suite 650, 669 Howe Street
Vancouver, BC V6C 0B4
T: 604.260.4577
info@risegoldcorp.com

www.risegoldcorp.com

The CSE has not reviewed, approved or disapproved the contents of this news release.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words or statements that certain events or conditions “may” or “will” occur.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks, uncertainties and assumptions related to certain factors including, without limitation, obtaining all necessary approvals, meeting expenditure and financing requirements, compliance with environmental regulations, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events that may cause actual results, performance or developments to differ materially from those contained in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this release. Rise undertakes no obligation to update forward-looking statements or information except as required by law.