Skarb Exploration Upsizes And Closes $11.4m Private Placement

November 17, 2020

Vancouver, British Columbia (November 17, 2020) – Skarb Exploration Corp. (CSE: SKRB) (“Skarb” or the “Company”) is pleased to report that it has closed the non-brokered private placement (the “Private Placement”) previously announced on October 15, 2020. Due to significant demand, the original $6,000,000 financing was upsized to C$11,406,000.

President and CEO, Chris Donaldson stated “The Company is now well-funded for drilling and exploration on the four key Fosterville goldfield properties we intend to acquire shortly. The response to this offering was incredible and is a testament to the quality and excitement of our assets which are located in a district that hosts what many consider the highest grade and highest margin mine in the world. With these funds and the support from our new and existing shareholders we are excited to move forward and explore the potential of the projects. The increased capital raised will allow initiation of a robust multi-phase program. With the development of our core technical and geological team, we look forward to detail our exploration plans shortly after the closing of the Petratherm transaction.”

Pursuant to the Private Placement, Skarb issued 57,030,000 units of the Company (the “Units”). Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant (each a "Warrant"). Each full Warrant entitles the holder to acquire one common share of the Company for a period of two years at a price of $0.50, subject to an accelerated expiry if the volume weighted average trading price of the Company’s shares is greater than $0.75 per share for a period of 10 consecutive trading days (the "Acceleration Event"). The Company may give notice to the holders of the Acceleration Event and the Warrants will expire 30 days thereafter.

The Company paid finders’ fees on a portion of the Private Placement in the form of cash for a total of $447,810 and 2,253,450 broker warrants at $0.50 for a period of 24 months from closing.

All securities issued pursuant to the Private Placement will be subject to a four-month hold period under applicable Canadian securities laws. Net proceeds from the Private Placement will be used for exploration expenditures and for working capital.

Certain of the Company’s directors and officers participated in the Private Placement. Participation of insiders of the Company in the Private Placement constitutes a related-party transaction as defined under Multilateral Instrument 61-101. Because the Company's shares trade only on the Canadian Securities Exchange, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101. The Private Placement is subject to Canadian Securities Exchange approval.

Closing of the Private Placement is one of the key conditions set out in the asset purchase agreement entered into between the Company and Petratherm Ltd. as previously announced on October 9, 2020.requirements of Section 5.6 of MI 61-101. The Private Placement is subject to Canadian Securities Exchange approval.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Skarb Exploration Corp.

Skarb Exploration, to be re-named Outback Goldfields Corp. (subject to regulatory approval), is engaged in the business of mineral exploration with an objective to locate and develop economic mineral properties. The Company has entered into an agreement to acquire a package of highly prospective gold projects located in and around the Fosterville Gold mine in Victoria, Australia from Petratherm Ltd. (ASX: PTR). The goldfields of Fosterville are home to some of the highest grade and lowest cost mining in the world.

On behalf of the Board,


Chris Donaldson, CEO and Director

Tel: (604) 813-3931


This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Asset Purchase Agreement; the terms and conditions of the Private Placement; use of proceeds from the Private Placement; and the business and operations of the Company after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the price of gold and copper; and the results of current exploration. 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 or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The Canadian Securities Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.


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