Harte Gold Corp.: Harte Clarifies Affairs
TORONTO, ONTARIO--(Marketwire - Jan. 29, 2009) - At the request of the TSX Venture Exchange (the "Exchange") HARTE GOLD CORP. (TSX VENTURE:HRT)(FRANKFURT:H4O) (the "Company"), clarifies the following.
Share Cancellation
On December 19, 2008, the Company issued a treasury order effecting the issuance of 8,465,000 shares of which 7,575,000 shares (the "Creditor Shares") were to be issued to trade creditors, officers and directors of the Company pursuant to the shares for debt transaction announced in the press release of December 17, 2008. The remaining 890,00 shares were issued pursuant to the private placement, also announced in the December 17, 2008 press release. The Creditor Shares, (of which 5,834,000 were allocated to Officers and Directors of the Company) were issued without prior Exchange approval and, therefore, in contravention of Exchange requirements. The Exchange has required that the Creditor Shares be returned to treasury. The Company anticipates this will be completed by February 2, 2009.
Settlement Agreement with Dissident Group
The Company informed two members of the dissident shareholder group which requisitioned the shareholders meeting of January 30, 2009 that the 7,575,000 shares referred to above would not be voted at the shareholders meeting of January 30, 2009 because the Company had not received Exchange approval for the issuance of the shares prior to the record date of December 30, 2008. Nonetheless, the two shareholders brought an application to prevent the 7,575,000 shares from being voted and to appoint an independent chair for the meeting. Pursuant to a settlement agreement dated January 27, 2009), (1) the two dissident shareholders abandoned their request for the appointment of an independent chair and accepted that the company's chairman, Milton Klyman, would chair the meeting in a fair and impartial manner and (2) the Company confirmed that the 7,575,000 shares would not be voted.
Private Placement
Harte Gold completed a non-brokered private placement of $44,500 of its securities consisting of the sale of 890,000 flow-through units at $0.05 per Unit. The proceeds from the offering will be used for exploration and development of the Company's gold properties in northern Ontario. Each Unit consists of one (1) flow-through share of the Company, and one half (1/2) non-flow-through common share purchase warrant. Each warrant grants the right to purchase one common share at an exercise price of $0.10 per share on or prior to December 31, 2008. The Company has paid agents a cash commission of 8% of the gross proceeds and issued broker warrants granting the agents the right to purchase up to 10% of the units sold at $0.05 per Unit, with each Unit consisting of the same terms as the subscriber's Units within 24 months from the closing date.
All securities related to the private placement offering are subject to a hold period of four months and one day from the date of closing.
About Harte Gold Corp.
HARTE GOLD CORP. is a Canadian gold mining and development company with a corporate mission to become a gold producer in the heart of Canada's Abitibi Gold Belt. Currently, the Company holds a 100% interest in its Stoughton-Abitibi Property subject to a 10% interest held by Pelangio Mines Ltd. in 66 of the 276 claim units in Ontario. Stoughton-Abitibi Property now encompasses 80+ sq km (20,130 acres) of prime geology along the Destor - Porcupine Fault within the world-renowned Abitibi Gold Belt. The Stoughton-Abitibi Property is located mid-way along the Destor-Porcupine Fault which extends 200 km east from Timmins, Ontario into the major gold camps of Quebec. In October 2007, the Company filed a geological report prepared in accordance with NI 43-101 on the Stoughton-Porcupine Property (Ontario side of the Stoughton-Abitibi Property). In addition, the Company continues to maintain its 49% interest in the Sugar Zone Property covering an area of 11,560 hectares located 70 km east of the world-famous Hemlo Gold Camp. The Sugar Zone Property holds a NI 43-101 gold resource of 953,600 tonnes grading 9.933 g/t Au.
TSX Venture Exchange has not reviewed this news release and does not accept responsibility for the adequacy or accuracy of this release.