Ely Gold Closes $1,400,000 Private Placement

October 12, 2016

Vancouver, British Columbia, October 12, 2016 - Ely Gold and Minerals Inc. (“Ely Gold” or the “Company”) (TSX-V:ELY OTC:ELYGF) is pleased to announce that it has closed its non-brokered private placement announced on August 19, 2016 and increased to C$1,400,000 on August 26, 2016, issuing 10,000,000 units (each a “Unit”) at C$0.14 per Unit on October 3, 2016 (the “Offering”). Each Unit was comprised of one common share and one-half of a share purchase warrant. Each whole warrant (a “Warrant”) entitles the holder to purchase one additional common share for C$0.20 Until October 3, 2018.

Cash finders’ fees have been paid in connection with the Offering in accordance with the policies of the TSXV: $4,830.00 to Haywood Securities Inc. and $840.00 to Pacific International Securities. No finder’s warrants were issued. All shares issued pursuant to the Offering and any shares issued pursuant to the exercise of Warrants will be subject to a four-month hold period expiring at midnight on February 3, 2017.

Five insiders of the Company subscribed for a total of 977,215 Units, for aggregate subscription proceeds of $136,810.10, each constituting a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101″). The Company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61- 101. The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from interested parties exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the transaction.

A material change report was not filed 21 days prior to the closing of the Offering as insider participation had not been established at that time.

The proceeds from the Offering will be used for property acquisition, royalty acquisition and for general corporate expenses.

About Ely Gold

Ely Gold is focused on developing recurring cash flow streams through the acquisition, consolidation, enhancement, and resale of highly prospective, un-encumbered North American precious metals properties. Ely’s property development efforts maximize each property’s potential for acquisition, while reserving significant royalty interests.

Additional information about Ely Gold is available at the Company’s website, at www.elygoldinc.com

On Behalf of the Board of Directors

Trey Wasser, President & CEO

For further information, please contact:

[email protected]


[email protected]


Forward-Looking Statements

This news release may contain statements concerning Ely Gold and Mineral’s acquisition, development, and marketing of North American precious metal resource properties and the Company’s intent to sell or option portfolio properties, while reserving any royalties. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect.

Although Ely Gold and Minerals’ believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include, but are not limited to, risks associated with geological, geometrical and geophysical interpretation and analysis, the ability of the Company to obtain financing, equipment, supplies and qualified personnel necessary to carry on exploration, exploitation or acquisition of properties and the general risks and uncertainties involved in mineral exploration and analysis.

Forward-looking statements or information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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.