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Gonzaga Announces Proposed Private Placement



VANCOUVER, JANUARY 17, 2017. GONZAGA RESOURCES LTD. (the “Company” or “Gonzaga”) (TSXV: GN) Further to its news release dated January 9, 2017, announcing the proposed acquisition of an option to acquire a 100% interest in the Goldenville Property (“Goldenville”) located in Guysborough County, Nova Scotia (the “Goldenville Transaction”) and name change to Osprey Gold Development Ltd., Gonzaga is pleased to announce a proposed non-brokered private placement of up to of 7,200,000 units of Gonzaga at a price of $0.25 per unit for proceeds of up to $1,800,000. Each unit will consist of one common share and one half of one share purchase warrant, entitling the holder to purchase an additional common share at a price of $0.40 per share for a period of 18 months from the date of issue.

Finders’ fees, which may consist of cash and/or finders’ warrants exercisable to acquire one common share at a price of $0.40 per share for a period of 18 months, may be paid on the private placement for proceeds of the subscriptions from subscribers introduced to the offering, in accordance with TSX Venture Exchange policies.

Closing of the private placement is conditional on the concurrent closing of the Goldenville Transaction, and remains subject to the approval of the TSX Venture Exchange. The net proceeds of the private placement will be used for exploration and advancement of Gonzaga’s Goldenville property located in Nova Scotia, Canada, and general working capital. All securities to be issued in connection with the private placement will be subject to a hold period of four months and one day from the date of issuance.

Completion of the Goldenville Transaction remains subject to a number of conditions including, completion by Gonzaga of an equity financing for minimum aggregate proceeds of $500,000, execution of final transaction documentation and receipt of TSX Venture Exchange approval.

Additional information regarding the proposed Goldenville Transaction, the Goldenville property, the Company’s proposed name change to Osprey Gold Development Ltd., and other recent developments is provided in the Company’s January 9, 2017, news release, a copy of which is available under the Company’s profile at www.sedar.com and at www.gonzagaresources.com.

For further information please contact:


Cooper Quinn

Cooper Quinn, President and Director

For further information please contact Gonzaga at (236)521-0944 or cooper@ospreygold.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to Gonzaga within the meaning of applicable securities laws, including statements with respect to the preparation of an updated technical report and the results and findings contained therein and with respect to the proposed Goldenville Transaction. Gonzaga provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to the completion of the Goldenville Transaction and exploration findings, results and recommendations in connection with the preparation of an updated technical report on the Goldenville property, as well as those risks and uncertainties identified and reported in Gonzaga’s public filings under Gonzaga’s SEDAR profile at www.sedar.com. Although Gonzaga has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Gonzaga disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

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