California Gold Mining Inc. (TSX-V:CGM) is pleased to announce that it has now completed the previously announced (see press release dated July 31, 2018) non-brokered private placement of units.

In the second tranche that closed today, the Company raised gross proceeds of $365,500 from the issuance of 1,462,000 units. This is in addition to the $935,000 raised from the issuance of 3,740,000 units in the first tranche announced on August 14, 2018. The combined total raised in the two tranches is $1,300,500.

Each unit is comprised of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable into one common share of the Company for a period of 24 months from the date of issue at an exercise price of $0.50.  The Warrants will have an acceleration provision whereby if the closing price of the Company’s common shares on the TSX Venture Exchange is at a price equal to or greater than $0.60 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants, whereby the Warrants will expire 30 days from the date of the notice to the Warrant holders.

The Company intends to use the net proceeds of the Offering to complete its ongoing resource drill program at the Queen Specimen mineralized zone located on its flagship Fremont Property; and for other general corporate purposes.

The securities issued today as part of the second tranche of the Offering are subject to a four month hold period that will expire on December 31, 2018.

In connection with the closing of the Offering, the Company issued an aggregate of 156,940 broker warrants and paid an aggregate of $39,235 in cash to certain finders.  Each Broker Warrant entitles the holder thereof to purchase one common share of the Company 24 months from date of closing with an exercise price of $0.50 per share.

As noted, related parties of the Company have acquired shares and warrants under the Offering. Such participation is considered a “related party transaction” within the meaning of the TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 in respect of related party participation as at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved interested parties, exceeded 25 per cent of the Company’s market capitalization.

About California Gold Mining Inc.

California Gold Mining Inc. is focused on developing its flagship Fremont gold project in Mariposa County, California. The project consists of a land package totaling 3,351 acres of historically producing gold mines. The Fremont Property lies within California’s prolific Mother Lode Gold Belt that has produced over 50 million oz of gold historically. The Company purchased the property in March 2013.