Vancouver, British Columbia – Cortez Gold Corp (TSXV:CUT) (“Cortez” or the “Company”) announces that the Board of Directors has approved a resolution consolidating the Company’s share capital on the basis of up to every ten shares of the Company being consolidated to one share, or to such consolidation ratio as may be acceptable to the regulatory authorities and approved by the directors of the Company. Currently, the Company’s authorized share capital is an unlimited number of common shares without par value, of which 36,128,501 shares are issued and outstanding, with a further 8,199,249 shares reserved for issuance upon the exercise of existing stock options and warrants.

The Board of Directors believes that the share consolidation will provide the Company with greater flexibility in pursuing its plans to advance its projects and to conclude the additional financings required by the Company.

The proposed share consolidation is subject to TSX Venture Exchange acceptance. The Company does not intend to undergo a name change in conjunction with the proposed consolidation.

Upon completion of the share consolidation, it is expected that on the basis of a 10:1 share consolidation, there will be approximately 3,612,850 common shares issued and outstanding, subject to shares being issued pursuant to existing share purchase warrants and stock options prior to the effective date of the consolidation and subject to adjustment for fractional shares.

In conjunction with the share consolidation, the Company announced it will conduct a post-consolidation private placement in the form of a Unit Offering comprised of 3 million Units priced at $0.20 per Unit or such price as may be acceptable to regulatory authorities. Each Unit will consist of one post-consolidated common share of the Company and one-half of one share purchase warrant (a “Warrant”) with each whole Warrant entitling the holder to acquire an additional common share of the Company at $0.40 per share for a period of 24 months after issuance.

Finders’ fees may be payable in cash or common shares of the Company in accordance with Exchange policies.

Net proceeds of the private placement will be applied towards working capital and general corporate purposes, and will be used to advance the Company’s projects in Mexico.

The proposed share consolidation and the private placement and related transactions are subject to TSX Venture Exchange acceptance.


ON BEHALF OF THE BOARD
of Cortez Gold Corp.

(sgd.) “Robert Eadie”
Robert Eadie, President

For further information please contact:
Robert Eadie, President
Cortez Gold Corp.
Suite 750, 580 Hornby Street, Box 113
Vancouver, British Columbia V6C 3B6
Tel: (604) 602-4935 • Fax: (604) 602-4936
Email: [email protected]