Golden Arrow Closes First Tranche of Non-Brokered Private Placement for $3.3 Million

TSX Venture Exchange (TSX-V):  GRG
Frankfurt Stock Exchange (FSE):  G6A
OTCQB Venture Market (OTCQB): GARWF 

VANCOUVER, Feb. 22, 2019 /PRNewswire/ - Golden Arrow Resources Corporation (TSX-V: GRG, FSE: G6A, OTCQB: GARWF), ("Golden Arrow" or the "Company") is pleased to announce it has closed the first tranche of a non-brokered private placement (the "Private Placement") through the issuance of 11,051,611 units ("Units") at a subscription price of $0.30 per Unit for aggregate gross proceeds to the Company of $3,315,483.

Each Unit will consist of one common share and one transferrable common share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to purchase one additional common share in the capital of the Company at $0.40 per share for two years from the date of issue.

Finder's fees of $112,184 are payable in cash on a portion of the private placement to parties at arm's length to the Company.  In addition, 373,948 non-transferable finder's warrants are being issued (the "Finder's Warrants"). Each Finder's Warrant entitles a finder to purchase one common share at a price of $0.40 per share for two years from the date of issue, expiring on June 25, 2021. 

The proceeds of the financing will be used for general working capital.

Certain insiders of the Company participated in the first tranche of the Private Placement for $467,400 in Units. Such participation represents a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration paid, exceed 25% of the Company's market capitalization.

This financing is subject to regulatory approval and all securities to be issued pursuant to the financing are subject to a four-month hold period expiring on June 25, 2021.

About Golden Arrow:

Golden Arrow Resources Corporation is an exploration company earning production income.  The Company has a successful track record of creating value by making precious and base metal discoveries and advancing them into exceptional deposits. Golden Arrow owns a 25% share of Puna Operations Inc., a joint venture operated by SSR Mining, with more than 8 years of forecast production and upside potential at the Pirquitas -Chinchillas silver mining project.   Golden Arrow is actively exploring on its more than 200,000 hectares of properties in Argentina.    The Company is a member of the Grosso Group, a resource management group that has pioneered exploration in Argentina since 1993.

ON BEHALF OF THE BOARD

"Joseph Grosso"

_______________________________
Joseph Grosso,
Executive Chairman, President and CEO

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

This news release may contain forward-looking statements.  Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Readers are encouraged to refer to the Company's public disclosure documents for a more detailed discussion of factors that may impact expected future results. The Company undertakes no obligation to publicly update or revise any forward-looking statements.  

The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

SOURCE Golden Arrow Resources Corporation