(All amounts are in US$ unless otherwise
indicated.)
ALGOLD RESOURCES LTD. (TSXV: ALG – “Algold” or the
“Corporation”) wishes to amend the existing disclosure
regarding its funding arrangement with Wafa Mining & Petroleum
SA (“Wafa”) announced on July 13, 2018 and October 9, 2018.
As previously announced, Wafa agreed to invest
in Algold’s subsidiary, Société Tijirit Exploitation SA
(“Tirex”), a total of $4,200,000. That investment was in the form
of a non-demand interest-free advance (the “Advance”)
reimbursable only when the Corporation’s Tijirit project generates
revenues and would be reimbursed by paying to Wafa a 10% pro-rata
share of the funds that might be available from Tirex’s future
operating cash flows. Algold had previously announced that the
funds owing in connection with the Advance constituted a private
placement and asset purchase price.
In consideration of the value received from Wafa
in connection with the Advance, Algold agreed to issue to Wafa, as
bonus shares, 883,747 common shares of Algold (the “Shares”)
and transfer to Wafa a 10% interest in Tirex (the “Tirex
Interest”), upon full receipt. The fair value allocated to the
Shares, based on the October 8, 2018 closing price of CDN$0.47, was
CDN$415,361.
To date, Algold has received a total of
$3,500,000 from Wafa and anticipates receiving the final payment of
$700,000 in April 2019. The Shares have been issued, whereas the
transfer of the Tirex Interest will be completed upon the receipt
of the final payment of the Advance.
The Advance remains subject to the approval of
the TSXV.
The Advance is being used to fund exploration
work, for working capital and for general corporate purposes.
Algold also announces that it has entered into
an agreement party with a service provider, which will maintain its
drilling team and equipment on standby until the Corporation is
ready to resume its exploration program. Under the agreement,
Algold will pay a monthly fee of $26,000 in common shares at a
price equal to their five-day volume-weighted average price as of
the last day of each month. This agreement will remain in effect
until one of the parties terminates it, which either may do after
July 2019. Each issuance will be subject to the approval of the
TSXV
Additionally, Teranga Gold (Australia) Pty Ltd
(“Teranga”) has agreed to defer a payment of CDN$1,500,000 that
would have been due if within 90 days of the Corporation achieving
an NI 43 101 compliant mineral resource of 1,000,000 ounces at its
Tijirit property. That payment has been deferred for a period of 12
months from the date on which it would otherwise be payable,
subject to acceleration upon certain events such as a change of
control or a financing in the amount of $20,000,000 or greater.
This payment obligation was created under a transaction between the
Corporation and Gryphon Minerals Limited (Teranga’s predecessor)
announced on October 28, 2015.
Moreover, Algold announces the issuance, subject
to final TSXV approval, of 277,711 common shares at a price of CDN
$0.17 each in settlement of a debt in the amount of CDN
$47,211.
Finally, Algold also announces that it has
amended its Deferred Share Units Plan (the “DSU Plan”) to increase
the number of shares reserved for issuance under the DSU Plan from
6,500,000 to 15,000,000, and to expand the scope of eligibility to
the DSU Plan to include all directors, officers, employees and
other persons who provide ongoing services to Algold and its
affiliates. The amendments were previously approved by Algold
shareholders at the annual shareholders meeting held on June 28,
2018.
ABOUT ALGOLD
Algold Resources Ltd. is focused on the
exploration and development of gold deposits in West Africa. The
board of directors and management team are seasoned resource
industry professionals with extensive experience in the exploration
and development of world-class gold projects in Africa.
FORWARD-LOOKING INFORMATION
Certain statements in this press release may be
forward-looking. Such statements include those with respect to the
receipt of the final $700,000 owing to Algold from Wafa in
connection with the Advance. Although the Corporation believes the
expectations reflected in such forward-looking statements are based
on reasonable assumptions, it can give no assurances that its
expectations will be achieved. Such assumptions, which may prove
incorrect, include the following: (i) Wafa will proceed with the
final payment in a timely fashion and (ii) no technical or other
obstacles will prevent Algold from receiving Wafa’s payment when
made. Factors that could cause actual results to differ materially
from expectations include, but are not limited to: (i) Wafa’s
inability or unwillingness to make the final payment, in whole or
in part and (ii) the occurrence of a technical or other
difficulty that prevents Algold from receiving the payment when
made. A description of other risks affecting Algold's business and
activities appears in Algold's 2017 annual management's discussion
and analysis, which is available on SEDAR at www.sedar.com. No
assurance can be given that any events anticipated by the
forward-looking information in this press release will transpire or
occur, or if any of them do so, what benefits that Algold will
derive therefrom. In particular, no assurance can be given as to
the future financial performance of Algold. Algold disclaims any
intention or obligation to update or revise any forward-looking
statements in order to account for any new information or any other
event, except as required under applicable law. The reader is
warned against undue reliance on these forward-looking
statements.
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.
For further information, please contact:
Algold Resources Ltd. 1320,
boul. Graham, bureau 132, Mont-Royal, Québec, H3P 3C8,
www.algold.com
Benoit LaSalle,
FCPA, FCA |
Alex
Ball |
Chairman and
Chief Executive Officer |
Executive VP,
Finance and Corporate Development |
b.lasalle@algold.com |
a.ball@algold.com |
+1 (514)
951-4411 |
+1 (647) 919 2227 |
Algold Resources (TSXV:ALG)
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