Adventure Gold and GFK Resources Sign a $12.7 Million Agreement on
the Casa-Cameron Project
MONTREAL, QUEBEC--(Marketwired - Dec 12, 2013) - Adventure Gold
Inc. (TSX-VENTURE:AGE) (the "Company") announces that it has
entered into an option agreement (the "Agreement") with GFK
Resources Inc. ("GFK"), a Nova Scotia-based mining exploration
company listed on the TSX Venture Exchange (the "Exchange") under
the trading symbol "GFK". Under the terms of the Agreement, GFK has
acquired an exclusive option to earn between 51% and 100% interest
in 446 claims covering an area of 22,189 hectares or 222 km² known
as AGE's Casa-Cameron project (the "Project") for exploration
expenditures and payments totalling up to $12,740,000. Firm
commitment includes a minimum of $1,500,000 in exploration
expenditures, $250,000 in cash and 2,000,000 shares of GFK issued
to AGE. The Project includes nine (9) properties strategically
located along the prolific Casa-Berardi/Cameron Gold Trend, in the
Abitibi Greenstone Belt, Quebec.
"Adventure Gold is very pleased to start a new partnership with
GFK Resources to explore and develop the Casa-Cameron properties.
We have already identified quality drilling targets on all the
properties and we are very excited to start an initial 3,000-metre
drilling program scheduled for early 2014. The option of this
project is part of Adventure Gold's continued strategy to share the
risk related to mining exploration on certain assets. The Company
still own 100% of the rights in the Detour Quebec and Val-d'Or East
flagship projects and intends to resume the exploration work on
both projects in 2014" stated Mr. Marco Gagnon, President and CEO
of Adventure Gold.
The
Agreement
Under the terms of the Agreement, GFK has the option (the "First
Option") to acquire an initial 51% undivided interest in the
Project on the following terms and conditions:
- following the receipt of the required regulatory approvals,
paying to Adventure Gold $250,000 and issuing to Adventure Gold
2,000,000 common shares of GFK;
- sole funding not less than $1,500,000 in exploration
expenditures by no later than December 31, 2014 or alternatively,
not less than $2,000,000 in exploration expenditures by no later
than August 31, 2015 (the "Phase 1 Expenditures);
- following the completion of the Phase 1 Expenditures, paying to
Adventure Gold an additional amount of $1,250,000 in cash or, at
the election of GFK, in common shares of GFK, subject to a minimum
cash payment to Adventure Gold of $250,000; and
- sole funding, by no later than August 31, 2018, an additional
amount of not less than $3,500,000 in exploration expenditures if
the Phase 1 Expenditures were equal to $1,500,000 or alternatively,
$3,000,000 in exploration expenditures if the Phase 1 Expenditures
were equal to $2,000,000 (the "Phase 2 Expenditures");
Following the completion of the First Option, GFK shall have an
additional option (the "Second Option") to acquire Adventure Gold's
remaining 49% interest in the Project, thereby acquiring a 100%
interest in the Project. The Second Option is conditional upon
GFK:
- paying to Adventure Gold $5,500,000 in cash or, at the election
of GFK, in common shares of GFK, subject to a minimum cash payment
to Adventure Gold of $500,000 (the "Second Option Payment");
and
- granting Adventure Gold a production royalty on the Project
equal to 2% of the net smelter returns (2% NSR), half (1% NSR) of
which can be bought back at any time by GFK, at its sole
discretion, for an amount of $1,000,000.
The Agreement contemplates that not more than 35,000,000 common
shares of GFK, as its share capital is presently constituted, may
be issued to Adventure Gold for the various option payments to be
made to Adventure Gold under the First and Second Option. All
issuances of common shares to Adventure Gold under the various
option payments shall be subject to prior approvals from the
Exchange. Furthermore, the Phase 1 Expenditures are a firm
commitment of GFK.
Adventure Gold will act as operator for the First Option and
will receive an operator's fee equal to 10% of exploration
expenditures funded by GFK. The conduct of exploration programs on
the Project during the First Option will be governed by a technical
committee which shall meet quarterly and be comprised of 2
representatives of GFK and 2 representatives of Adventure Gold. A
representative of GFK shall act as chairman of the technical
committee and shall have a casting vote on all decisions of the
committee.
The closing of the transaction is subject to numerous conditions
customary to this type of transaction, including the delivery of
the required closing documents and the receipt of the required
corporate and regulatory approvals. Given that Mr. Marco Gagnon,
President of Adventure Gold, is also a director of GFK, the
Agreement constitutes a "Non Arm's Length Party" transaction within
the meaning of the policies of the Exchange. As such, GFK will be
required to solicit the approval of its shareholders which it
intends to do by way of written consent as permitted by the
policies of the Exchange.
The Casa-Cameron
Project
The Casa Cameron Project includes nine (9) gold properties: (1)
Casagosic, (2) KLM, (3) Vezza North, (4) Vezza Extension, (5)
Bell-Vezza, (6) Sinclair-Bruneau, (7) Florence, (8) Céré-113 and
(9) Bachelor Extension (Figure 1). The Properties totaling 446
claims are 100% owned by Adventure Gold, however 74 claims on the
Sinclair Bruneau property are subject to a 2% NSR royalty and 43
claims of Florence are subject to a 1% NSR royalty in favour of
third parties. The properties are located north of La Sarre, Amos
and Lebel-sur-Quevillon, in the northwest region of the province of
Quebec and they are accessible all season by paved and gravel
roads.
The properties straddles segment of the major
Casa-Berardi/Cameron gold break between the Casa-Berardi Gold Mine
(proven and probable reserves of 9 Mt at 5.5 g/t Au for 1.5M
ounces, measured and indicated resources of 12.2 Mt at 4.1 g/t Au
for 1.5M ounces and inferred resources of 5.3Mt at 3.8 g/t Au for
572,500 ounces - Hecla Mining (formerly Aurizon Mines), press
release, February 14, 2013) and the Bachelor Gold Mine (also
currently in operation by Metanor Resources with proven and
probable reserves of 843,800 t at 7.4 g/t Au for 200,200 ounces and
inferred resources of 426,100 t at 6.5 g/t Au for 89,400 ounces -
Metanor Resources, NI 43-101, April 26, 2011). All the properties
contain already identified gold-bearing zones and most of them are
also strategically located adjacent and in strike to significant
gold mines or deposits (see Figures 1 to 9 available on the
Company's website).
Very few modern exploration works were completed on the
properties from the 1990's to 2008, when Adventure Gold started to
acquire the properties. Gold exploration work conducted by
Adventure Gold since then returned very encouraging results and
many valuable drill targets were outlined (see the Company's press
release dated June 11, 2013 and the technical report (the
"Report"") which will be filed by GFK on SEDAR in connection with
the transaction and prepared in accordance with National Instrument
43-101 - Standards of Disclosure for Mineral Projects ("NI
43-101")). As described in the Report, the geological setting of
the Casa-Cameron properties appears very favorable for the
identification of new high-grade gold-bearing structures or
bulk-style deposits. Past exploration work did not entirely test
the numerous gold occurrences and many positive historical drilling
intersections need follow-up drilling. In addition, new geophysical
surveys outlined also quality drilling targets. The authors of the
Report recommend significant exploration work including a drilling
program totalling 21,000 m including 8,000 m in a first phase (see
the Report available on the Company's website).
Mr. Jules Riopel, Vice-President Exploration and Acquisitions of
Adventure Gold, is acting as qualified person (as defined by NI
43-101) and has reviewed and approved the scientific and technical
information in this press release.
Profile
Adventure Gold Inc. is a mineral exploration company focused on
discovering and developing high-quality gold deposits in the
Abitibi region located in eastern Canada - one of the richest gold
mining areas in the world. Adventure Gold has become, in a few
years, an important player in the mineral exploration industry with
one of the best portfolios of exploration properties along the main
gold-bearing structures of the Abitibi Greenstone Belt. The Company
is exploring mainly close to gold mines where mining production
infrastructure is already in place, which distinguishes it from
several other exploration companies. Adventure Gold's exploration
team consists of mining professionals having worked previously for
well-established producing companies, who understand industry
challenges. The Company owns 100% of the rights on its three main
projects namely: Val-d'Or East, Detour Quebec, and Casa-Cameron.
The Val-d'Or East flagship project encompasses the
Pascalis-Colombiere property where Cambior Inc. (now IAMGOLD)
produced gold between 1989 and 1993 at the Beliveau Mine. Close to
the former mine, Adventure Gold recently discovered a significant
new gold system containing 770,000 gold ounces at 2.63 g/t in the
inferred resource category (SGS Canada Inc., NI 43-101 Technical
Report Mineral Resource Val-d'Or East Property filed on Jan. 4th,
2013) and is actively working on its development. As of today, the
Company owns around $2M in cash, securities and tax credits. With
68M shares issued and outstanding (72.7M shares on a fully-diluted
basis) and 10% owned by the management, Adventure Gold is
well-positioned to benefit its shareholders.
Follow Adventure Gold on:
Twitter: http://twitter.com/#!/Adventure_AGE
LinkedIn: http://www.linkedin.com/company/2253943
The foregoing information may contain forward-looking
statements and events relating to the future performance of the
Company. Forward-looking statements, specifically those concerning
future performance, are subject to certain risks and uncertainties,
and actual results may differ materially. These risks and
uncertainties are detailed from time to time in the Company's
filings with the appropriate regulatory authorities. We seek safe
harbour.
Neither 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.
Marco GagnonPresident &
CEOmarco@adventure-gold.com450.743.5527Jules RiopelVice-President
Exploration and
Acquisitionsjules@adventure-gold.com819.797.9770www.adventure-gold.com
Adventure Gold Inc. (TSXV:AGE)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Adventure Gold Inc. (TSXV:AGE)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024