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Banyan Closes First Tranche Non-Brokered Private Placement for $450,000

Accesswire Wednesday, 20 February 2019
Banyan Closes First Tranche Non-Brokered Private Placement for $450,000*CALGARY, AB / ACCESSWIRE / February 20, 2019 / BANYAN GOLD CORP*. ("*Banyan*" or "*The Company*"), is pleased to announce that the Company has closed the first tranche of a non-brokered private placement (the "Private Placement") through the issuance of 1,620,000 Flow Through common shares ("*FTS*") (within the meaning of the Income Tax Act (Canada)) at a subscription price of $0.05 per FTS and 7,380,000 units ("*Units*") at a subscription price of $0.05 per Unit for aggregate gross proceeds to the Company of $450,000.

Each Unit is comprised of one common share (each, a "*Common Share*") and one Common Share purchase warrant (each, a "*Warrant*"). Each whole Warrant entitles the holder to purchase one additional Common Share at an exercise price of $0.075 for a period of 24 months following the date of issue.

The Company intends to use the net proceeds from the Private Placement for advancing the Company's mineral exploration and development projects, and for general corporate purposes.

In connection with the closing of the Private Placement, the Company will pay a cash finder's fee in the amount of $9,375.

Certain insiders of the Company participated in the first tranche of the Private Placement for $69,000 in Units. Such participation represents a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration paid, exceed 25% of the Company's market capitalization.

Under applicable Canadian securities laws, all securities issued pursuant to the first tranche of the Private Placement are subject to, among other things, a statutory hold period of four months and one day. The Private Placement remains subject to the final approval of the TSX Venture Exchange (the "TSX-V").

The Private Placement is part of a larger offering comprised of a mix of the above mentioned flow through shares and Units to a total of $600,000

*Technical Information*

The technical information in this news release has been reviewed and approved by Paul D. Gray, P.Geo., a Qualified Person as defined by NI 43-101.

*About Banyan Gold*

Banyan is a growth stage gold exploration company whose flagship property, the Hyland Gold Project, is approximately 70km NE of Watson Lake, Yukon, along the southeast end of the Tintina Gold Belt.

The Hyland Main Zone Indicated Gold Resource Estimate, prepared in accordance with NI 43-101, at a 0.3 g/t gold equivalent cutoff, contains 8.6 million tonnes grading 0.85 g/t AuEq for *236,000 **Au**Eq** **ounces** *with an Inferred Mineral Resource of 10.8 million tonnes grading 0.83 g/t AuEq for *288,000** **Au**Eq ounces**. *

*Cut-off Grade *

*(AuEq g/t)*

*In situ** Tonnes*

*Au*

*Ag*

*AuEq*

*Grade (g/t)*

*Ozs*

*Grade (g/t)*

*Ozs*

*Grade (g/t)*

*Ozs*

*Indicated*

*0.3*

8,637,000

0.78

216,000

7.04

1,954,000

0.85

236,000

*Inferred*

*0.3*

10,784,000

0.77

266,000

5.32

1,845,000

0.83

288,000

(1) Mineral resources which are not mineral reserves do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate.
(2) Mineral resources are reported at a cut-off grade of 0.3 g/t AuEq. AuEq grade is based on $1,350.00/oz Au, $17.00/oz Ag and assumes a 100% recovery. The AuEq calculation does not apply any adjustment factors for difference in metallurgical recoveries of gold and silver. This information can only be derived from definitive metallurgical testing which has yet to be completed.

The 9,230 ha Aurex-McQuesten Property, in close proximity to Victoria Gold's Eagle Project and Alexco Resource's Keno Hill Silver District, is highly prospective for structurally controlled, intrusion related gold-silver mineralization in relation to quartz monzonite dykes of the Tombstone intrusive suite.

Banyan trades on the TSX-Venture Exchange under the symbol "BYN". For more information, please visit the corporate website at www.BanyanGold.com or contact the Company.

*ON BEHALF OF BANYAN GOLD CORPORATION*

(signed) "Tara Christie"

Tara Christie
President & CEO

For more information, please contact:

Tara Christie

David Rutt

Tel: (888) 629-0444

Tel: (888) 629-0444

Email: tchristie@banyangold.com

Email: drutt@banyangold.com

CAUTIONARY STATEMENT: Neither the 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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information, which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, Banyan's objectives, goals or future plans, statements regarding exploration expectations, exploration or development plans and mineral resource estimates. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, uncertainties inherent in resource estimates , capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, enhanced risks inherent to conducting business in any jurisdiction, and those risks set out in Banyan's public documents filed on SEDAR. Although Banyan believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Banyan disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Statements in this news release regarding Banyan Gold which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as "may", "will", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations.

*SOURCE: *Banyan Gold Corp.* *
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https://www.accesswire.com/536113/Banyan-Closes-First-Tranche-Non-Brokered-Private-Placement-for-450000
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