Goldbelt Empires Limited Announces Closing of Private Placement Offering


VANCOUVER, BC / ACCESSWIRE / January 12, 2017 / Goldbelt Empires Limited (TSX-V: GBE) (the "Company" or "Goldbelt Empires") is pleased to announce the closing of its non-brokered private placement offering (the "Offering") for 10,000,000 units of the Company ("Units") at a price of $0.05 per Unit for gross proceeds of $500,000. Each issued Unit consists of one ordinary share in the capital of the Company ("Ordinary Shares") and one warrant whereby each warrant entitles the holder to purchase an Ordinary Share at an exercise price of $0.075 per Ordinary Share for a period of 36 months after the closing of the Offering.


The net proceeds of the Offering will be used for Phase II of the South Morila exploration program and general working capital requirements. As disclosed in the Company's May 26, 2016 news release, Goldbelt Empires has successfully completed its Phase 1 exploration program over South Morila where multiple targets were identified that the Company believes are highly prospective. Phase II planned exploration will include geochemistry and scout drilling over the highest priority targets.

As announced in the Company's November 18, 2016 news release, in connection with the Offering the Company has engaged Gravitas Securities Inc. ("GSI") and various third party finders. Pursuant to finder's fee agreements (the "Finder's Fee Agreements") entered into with GSI and the other third party finders, the Company has agreed to pay a finder's fee of 8% of the gross proceeds from the Offering, and finder's warrants for the purchase of Ordinary Shares at an exercise price of $0.10 per Ordinary Share in such number equal to 8% of the number of Units subscribed for under the Offering. In addition to the compensation paid to GSI pursuant to the Gravitas Agreement, GSI will receive in connection with the closing of the Offering, pursuant to an advisory agreement (the "Gravitas Advisory Agreement") previously announced in the Company's November 17, 2016 news release, an additional $50,000 fee payable in Ordinary Shares at a price of $0.05 per Ordinary Share. The Company has also received conditional acceptance of the TSX Venture Exchange to issue Ordinary Shares and warrants to purchase Ordinary Shares for financial advisory services provided to the Company by GSI pursuant to the Advisory Agreement. Goldbelt Empires limited will, pursuant to the Advisory Agreement, issue 1,000,000 Ordinary Shares at a price of $0.05 per Ordinary Share and 503,750 warrants to purchase Ordinary Shares at an exercise price of $0.10 per Ordinary Share for a period of 5 years.

All securities issued pursuant to the Offering and the Finder's Fee Agreements will be subject to a hold period of four months and one day from the date of closing.

About Goldbelt Empires

Goldbelt Empires is a gold explorer focused on the West African Goldbelt, and listed its shares on the TSX Venture Exchange in October 2015. Its flagship property is the South Morila gold concession in the Republic of Mali. The South Morila concession covers an area approximately 150 km2 in size, and is located in the southern part of Mali approximately 250 km southeast of the capital of Bamako. www.goldbeltempires.com

Additional Information on Goldbelt Empires Ltd.

For more information on the business and property of the Company, readers are referred to the Company's Final Prospectus dated September 22, 2015, available at the Company's SEDAR profile at www.SEDAR.com.

The foregoing contains forward-looking information relating to the future performance of the Company including information relating to the Offering, the Finder's Fee Agreement, development of the South Morila exploration program, the Company's ability to meet capital requirements (in part from funds raised under the Offering), corporate development activities and other activities. Forward looking information is subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Such risks and other factors include, among others, the ability to complete the Offering in full or in part, obtaining the acceptance of the TSX Venture Exchange, the actual results of development activities, changes in world commodity markets or equity markets, the risks of the mining industry including, without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or exploration activities, title disputes, change in government and changes to regulations affecting the mineral industry, and other risks and uncertainties detailed from time to time in the Company's filings with Canadian securities regulatory authorities (available at www.SEDAR.com). Forward-looking statements are made based on various assumptions and on management's beliefs, estimates and opinions on the date the statements are made. Although the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information contained herein. The Company undertakes no obligation to update forward-looking statements if these assumptions, beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.

Forward looking information involves known and unknown risks, uncertainties, assumptions (including, but not limited to, assumptions on the performance and financial results of the properties of the Company and certain other risks detailed from time to time in the Company's public disclosure documents including, without limitation, those risks identified in the Final Prospectus which is available on the Company's SEDAR profile at www.sedar.com) and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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 press release.

CONTACT INFORMATION

Goldbelt Empires Limited
Jonathan Challis
Chief Executive Officer and Director
United Kingdom
Telephone: +44 (78) 4120-2386

Goldbelt Empires Limited
Victor Dusik
Chief Financial Officer and Director
Executive Corporate Secretary
Canada
Telephone: +1 (604) 818-4100

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

SOURCE: Goldbelt Empires Limited

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