Cautionary Notes

Caution Regarding Forward Looking Statements

This website contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and US securities legislation.  These statements relate to future events or the future activities or performance of the Company.  All statements, other than statements of historical fact, are forward-looking statements.  Information concerning mineral resource estimates and the preliminary economic analysis thereof may also be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered, and the results of developing and mining it, if a mineral deposit were to be developed and mined.  Forward-looking statements may relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.  Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, “believes”, “does not believe” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.  These forward looking statements include, but are not limited to, statements concerning:

  • the Company’s strategies and objectives, both generally and specifically in respect of the North Bullfrog project;
  • the timing of decisions regarding the timing and costs of exploration programs with respect to, and the issuance of the necessary permits and authorizations required for, the Company’s exploration programs, including for the North Bullfrog project;
  • the Company’s estimates of the quality and quantity of the resources at its mineral properties;
  • the timing and cost of planned exploration programs of the Company and its joint venture partners (as applicable), and the timing of the receipt of results therefrom;
  • the planned use of proceeds from private placements completed by the Company, and for any proceeds derived from the exercise of warrants or incentive stock options;
  • the Company’s future cash requirements;
  • general business and economic conditions;
  • the Company’s ability to meet its financial obligations as they come due, and to be able to raise the necessary funds to continue operations;
  • the Company’s expectation that any joint venture partners will contribute the required expenditures, and make the required payments and share issuances (if applicable) as necessary to earn an interest in certain of the Company’s mineral properties in accordance with existing or future option/joint venture agreements;
  • the results and conclusions of the June 16, 2015 Preliminary Economic Assessment for the North Bullfrog project; titled "Technical Report and Preliminary Economic Assessment (PEA) for Combined Mill and Heap Leach Processing at the North Bullfrog Project, Bullfrog Mining District, Nye County, Nevada."
  • the Company’s expectation that it will be able to add additional mineral projects of merit to its assets;
  • the planned completion of and timing for an updated resource estimate and updated Preliminary Economic Analysis for the North Bullfrog project;
  • the potential for the existence or location of additional high-grade veins at the North Bullfrog project;
  • the potential to expand the high grade gold and silver at the YellowJacket target, and the potential to expand the higher grade bulk tonnage at the Sierra Blanca target, at the North Bullfrog project;
  • the potential for any delineation of higher grade mineralization at the North Bullfrog project and any consequent potential of such mineralization to not only add substantial ounces to the resource base but also to significantly enhance the current mine plan in the PEA;
  • the potential for any higher grade portions of the deposits at North Bullfrog project to be a potential starter pit and any expansion thereof, the potential to add to existing resources or to increase the confidence in the existing resource estimate, the potential for there to be a low strip ratio in connection with any mine at the North Bullfrog project, the potential for the existence or location of additional high-grade veins or higher grade mineralization, and the potential for taking any silver resource into consideration to improve the economics as outlined in the PEA;
  • the potential to discover additional high grade veins or additional deposits at North Bullfrog, the potential for the North Bullfrog system to continue to grow and/or to develop into a major new Nevada gold system, the potential for a production decision to be made at North Bullfrog and/or for any mining at or production from North Bullfrog, the potential for the identification of multiple deposits at North Bullfrog, and
  • the Company’s expectation that it will be able to build itself into a non-operator gold producer with significant carried interests and royalty exposure.

Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Inherent in forward looking statements are risks and uncertainties beyond the Company’s ability to predict or control which could cause actual events or results to differ, and direr materially, from those reflected in the forward-looking statements, including, without limitation:

  • risks related to gold price and other commodity price fluctuations;
  • risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
  • risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
  • the risk that the Company may not be able to demonstrate the economic viability of the North Bullfrog project, may not make a production decision and may not develop any mine at North Bullfrog;
  • results of Preliminary Economic Assessments (scoping studies), Prefeasibility and Feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations;
  • mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production;
  • the potential for delays in exploration or development activities or the completion of feasibility studies;
  • the uncertainty of profitability based upon the Company's history of losses;
  • risks related to failure to obtain adequate financing on a timely basis and on acceptable terms, including the risk of significant dilution to existing shareholders in order to raise additional capital;
  • risks related to environmental regulation and liability;
  • political and regulatory risks associated with mining and exploration; and other risks and uncertainties related to the Company's prospects, properties and business strategy,


and other risks and uncertainties disclosed in the Company’s Annual Information Form filed with certain securities commissions in Canada and other information released by the Company and filed with the appropriate regulatory agencies.  Readers are referred to such documentation for a fuller discussion of these risks and uncertainties.

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward looking statements contained in this website.  Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about:

  • the level and volatility of the prices of gold and silver;
  • general business and economic conditions;
  • the timing of the receipt of regulatory and governmental approvals, permits and authorizations necessary to implement and carry on the Company’s planned exploration programs and those of its joint venture partners (where applicable);
  • conditions in the financial markets generally, and with respect to the prospects for junior precious metal exploration companies specifically;
  • the Company’s ability to secure the necessary consulting, drilling and related services and supplies on favourable terms;
  • the Company’s ability to attract and retain key staff;
  • the accuracy of the Company’s resource estimates (including with respect to size and grade) and the geological, operational and price assumptions on which these are based;
  • the nature of the Company’s mineral exploration projects, and the timing of the ability to commence and complete the planned exploration programs;
  • the anticipated terms of the consents, permits and authorizations necessary to carry out the planned exploration programs and the Company’s ability to comply with such terms on a cost-effective basis;
  • the ongoing relations of the Company with its joint venture partners and regulators;
  • that the metallurgy and recovery characteristics of samples from certain of the Company’s mineral properties are reflective of the deposit as a whole; and
  • the ability of the Company’s joint venture partners to raise the funding required for them to satisfy the requirements to earn interests in the Company’s properties, as applicable

In addition, in carrying out the PEA with respect to the North Bullfrog Project a number of assumptions have been made.  For details with respect to the assumptions underlying the current resource estimate and Preliminary Economic Analysis, see the technical report titled “Technical Report and Preliminary Economic Assessment (PEA) for Combined Mill and Heap Leach Processing at the North Bullfrog Project, Bullfrog Mining District, Nye County, Nevada" effective as of June 16, 2015 and available on this website or under the Company’s profile at

Forward-looking statements are effective only as of the date they are made, and the Company does not intend and does not assume any obligation, to update any forward looking statements, except as required by applicable law.  For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

Caution Regarding Adjacent or Similar Mineral Properties

This website contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine.  The Company advises US investors that the mining guidelines of the SEC set forth in the SEC’s Industry Guide 7 (“SEC Industry Guide 7”) strictly prohibit information of this type in documents filed with the SEC.  Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties, and any production therefore or economics with respect thereto, are not indicative of mineral deposits on the Company’s properties or the potential production from, or cost or economics of, any future mining of any of the Company’s mineral properties.

Cautionary Note to US Investors Concerning Reserve and Resource Estimates

National Instrument 43-101 Standards of Disclosure of Mineral Projects (“NI 43-101”) is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.  Unless otherwise indicated, all reserve and resource estimates contained in this website have been prepared in accordance with NI 43-101 and the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November 14, 2004 (the “CIM Standards”) as they may be amended from time to time by the CIM.

United States investors are cautioned that the requirements and terminology of NI 43-101 and the CIM Standards differ significantly from the requirements and terminology set forth in SEC Industry Guide 7.  Accordingly, the Company’s disclosures regarding mineralization may not be comparable to similar information disclosed by companies subject to SEC Industry Guide 7.  Without limiting the foregoing, while the terms “mineral resources”, “inferred mineral resources”, “indicated mineral resources” and “measured mineral resources” are recognized and required by NI 43-101 and the CIM Standards, they are not recognized by the SEC and are not permitted to be used in documents filed with the SEC by companies subject to SEC Industry Guide 7.  Mineral resources which are not mineral reserves do not have demonstrated economic viability, and US investors are cautioned not to assume that all or any part of a mineral resource will ever be converted into reserves.  Further, inferred resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically.  It cannot be assumed that all or any part of the inferred resources will ever be upgraded to a higher resource category.  Under Canadian rules, estimates of inferred mineral resources may not form the basis of a feasibility study or pre-feasibility study, except in rare cases.  The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant “reserves” as in-place tonnage and grade without reference to unit amounts.  The term “contained ounces” is not permitted under the rules of SEC Industry Guide 7.  In addition, the NI 43-101 and CIM Standards definition of a “reserve” differs from the definition in SEC Industry Guide 7.  In SEC Industry Guide 7, a mineral reserve is defined as a part of a mineral deposit which could be economically and legally extracted or produced at the time the mineral reserve determination is made, and a “final” or “bankable” feasibility study is required to report reserves, the three-year historical price is used in any reserve or cash flow analysis of designated reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

Accordingly, information contained in this website contains descriptions of the Company’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

All of the Company’s public disclosure filings, including its most recent Annual Information Form, management information circular, material change reports, press releases and other information, may be accessed via this website or under the Company’s profile on SEDAR and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral projects.