White Gold Corp. (TSX.V
: WGO, OTC
– Nasdaq Intl:
WHGOF, FRA:
29W) (the "
Company") and Comstock Metals Ltd.
(TSX.V: CSL) (
“Comstock” or the
“
Vendor”) are pleased to announce that they have
entered into a binding letter agreement dated January 11, 2019
pursuant to which the Company will purchase from the Vendor the
property known as the QV Gold Project (the
“Property”) subject to the terms and conditions
therein (the “
Acquisition”). The Property covers
16,335 hectares (40,000 acres) in the Yukon’s White Gold District,
bringing the Company’s total holdings in the White Gold District to
439,000 hectares (1,080,000 acres). The QV Gold Project is
contiguous to the Company's White Gold property which hosts its
Golden Saddle and Arc deposits, 20 km southwest of the Company’s
Vertigo Discovery on its JP Ross property and 44 kilometres
northwest of Goldcorp Inc.'s (TSX: G, NYSE: GG) Coffee project. The
Company looks forward to incorporating the Property into its
systematic and data driven regional exploration program backed by
partners Agnico Eagle Mines Limited (TSX: AEM, NYSE: AEM) and
Kinross Gold Corp (TSX: K, NYSE: KGC).
“The QV Gold Project is a strategic and
attractive compliment to our large portfolio of high-quality assets
in the White Gold District and also adds ounces to our existing
gold resources at Golden Saddle and Arc,” stated David D’Onofrio,
Chief Executive Officer. “This property has seen very limited
exploration to date and we are confident that our team, including
Jodie Gibson who originally oversaw the discovery drilling, is well
positioned to maximize the value of the VG deposit and the other
highly prospective targets on the property. The similarities of the
deposit and targets on this property to Golden Saddle and Vertigo
provide a unique opportunity to leverage our team’s experience in
the White Gold District.”
Comstock's Interim President & CEO Steven H.
Goldman stated, "We are delighted to enter into this transaction
with White Gold Corp., the leading gold exploration company in
Yukon's White Gold District. Not only does this transaction
strengthen Comstock's balance sheet, it allows Comstock to
participate in White Gold Corp.'s continued exploration of the QV
Gold Project as well as participate in the upside in White Gold's
other gold deposits, discoveries and developments in the White Gold
District."
Maps & images providing additional
information on the Property can be found at
http://whitegoldcorp.ca/investors/exploration-highlights/.
QV Gold Project
Comstock optioned the QV Property from Shawn
Ryan in 2010 and discovered the VG Zone deposit (the “VG”) in 2012
on the southern end of the Property where most of the historic work
has been focused. Approximately 4,300 metres of diamond drilling
over 23 holes have been conducted on the VG to date. Of these, 17
diamond drill holes formed the basis of a 2014 maiden resource
estimate(1) of 230,000 ounces of gold (4.4 million tonnes grading
1.65 g/t gold) in the Inferred category at a cut-off of 0.5 g/t
gold.
The mineralization is hosted along a NE
trending, gently south dipping structural zone that has been traced
for over 700m at surface and consists of disseminated to
vein-controlled pyrite with brecciation, stockwork quartz-carbonate
veining, and sericite alteration. The VG shares strong similarities
to the Golden Saddle deposit both in structural setting as well as
mineralization style and is open along strike and at depth.
Highlights from historic drilling includes, QV12-001(1): 1.03 g/t
Au over 78m; incl. 6.15 g/t Au over 5.6m, QV12-004(1): 2.23 g/t Au
over 42m, QV12-006(1): 1.45 g/t Au over 60m, QV13-011(1): 1.36 g/t
Au over 42.6m, QV13-012(1): 1.76 g/t Au over 42.3m, QV17-018(2):
1.42 g/t Au over 45.5m, QV17-019(2): 1.48 g/t Au over 51.2m.
The most recent work on the Property occurred in
2017 and included six diamond drill holes on the VG which expanded
the footprint of known mineralization beyond the limits of the
historic resource calculation. Significant results from the 2017
program included 1.42 g/t gold over 45.5m from 67.5m down hole in
hole QV17-018, which expanded the mineralization 125 metres down
dip from previous drilling, and 1.48 g/t gold over 51.2m from 98m
down hole in hole QV17-019, which expanded the mineralization 45m
west of previous drilling.
Additional work on the Property has included
soil sampling, GT Probe sampling, trenching, IP-Resistivity
surveys, airborne magnetic-radiometric surveys, geological
mapping/prospecting and minor RAB drilling. This work has defined
other priority targets with similarities to the Company’s Golden
Saddle deposit and recently discovered Vertigo zone warranting
follow up exploration including the Stewart, Tetra and Shadow
zones.
Stewart: Located 5km N-NW of
the VG and consists of a 1.5km, E-W, trending gold in soil anomaly,
with values from trace to 274.1 ppb Au and anomalous Bi-Ag-Te-Mo.
The target occurs adjacent to a Jurassic intrusive that may be
associated with mineralization in the area.
Tetra: Located 8km N of the VG
and consists of a 1.5km, E-W, trending gold in soil anomaly, with
values from trace to 274.1 ppb Au. The target occurs along an
interpreted E-W oriented fault based on magnetic data for the area
and is open and unexplored to the west.
Shadow: Located 12 km north of
the VG zone and consists of multiple gold in soil anomalies,
ranging from trace to 514ppb Au and up to 2.7km long, associated
with a series of NW and ENE trending structures. Strongly anomalous
Ag-Pb-Bi+/-As+/-Mo also occur in the area, and the overall
geochemical and structural setting is similar to the Company’s
Vertigo discovery 23km to the west.
Large portions of the Property are also
unexplored but have strong potential for the discovery of
additional zones of structurally-controlled and/or
intrusion-related mineralization.
The Property is subject to a 2.0% underlying net
smelter return royalty (NSR), of which 1.0% may be purchased for
$2,500,000. Annual cash advance payments of $25,000, deductible
against the royalty, are payable until commencement of commercial
production.
As determined in accordance with NI 43-101 the
Property is not considered “material” to the Company relative to
the size and stage of development of the Company’s existing
portfolio of properties, and accordingly the disclosure in section
2.4 of NI 43-101 is not required.
Terms of Acquisition
In order to acquire its interest in the
Property, the Company is required to pay to the Vendor
total consideration of C$2,625,000, to be satisfied by a
cash payment of C$375,000, the issuance of an aggregate of
1,500,000 common shares in the Company (the “Subject
Shares”) and the issuance of 375,000 share purchase
warrants (“Warrants”). Each Warrant will be
exercisable to acquire one additional common share of the Company
for a period of three years from the closing date of the
Acquisition (the “Closing Date”) at an exercise
price equal to the greater of (i) $1.50; and (ii) the lowest price
permitted by the TSX Venture Exchange (the
“TSXV”).
The Acquisition remains subject to various
closing conditions, including completion by the Company of
satisfactory due diligence, no material adverse change occurring
with respect to the Property prior to the Closing Date and receipt
of all requisite third-party consents and all other necessary
regulatory and other approvals, including, without limitation, the
approval of the TSXV.
Advisors and Counsel
Red Cloud Klondike Strike Inc. acted as
financial advisor to Comstock and Folger, Rubinoff LLP acted as
Comstock's legal advisor. Cassels Brock & Blackwell LLP acted
as legal advisor to White Gold Corp. As an advisor to Comstock on
this transaction, Red Cloud is entitled to the payment of advisory
fees equal to 5% of the value the transaction up to $2 million and
3.5% of the value of the transaction in excess of $2 million. The
fees may be satisfied in part by the receipt of shares and warrants
in White Gold Corp.
(1) See Comstock Metals Ltd. Technical report
titled “NI 43-101 TECHNICAL REPORT on the QV PROJECT”, dated August
19, 2014, available on SEDAR
(2) See Comstock Metals Ltd news release dated
Dec. 18, 2017, available on SEDAR
About White Gold Corp.
The Company owns a portfolio of 21,218 quartz
claims across 34 properties covering over 423,000 hectares
representing over 40% of the Yukon’s White Gold District. The
Company’s flagship White Gold property has a mineral resource of
960,970 ounces Indicated at 2.43 g/t gold and 282,490 ounces
Inferred at 1.70 g/t gold as set forth in the technical report
entitled “Independent Technical Report for the White Gold Project,
Dawson Range, Yukon, Canada”, dated March 5, 2018, filed under the
Company’s profile on SEDAR. Mineralization on the Golden Saddle and
Arc is also known to extend beyond the limits of the current
resource estimate. Regional exploration work has also produced
several other prospective targets on the Company’s claim packages
which border sizable gold discoveries including the Coffee project
owned by Goldcorp Inc. with a M&I gold resource(3) of 3.4M oz
and Western Copper and Gold Corporation’s Casino project which has
P&P gold reserves(3) of 8.9M oz Au and 4.5B lb Cu. For
more information visit www.whitegoldcorp.ca.
(3) Noted mineralization is as disclosed by the
owner of each property respectively and is not necessarily
indicative of the mineralization hosted on the Company’s
property.
About Comstock Metals Ltd.
Comstock Metals Ltd. is an exploration company
with several resource projects located in North America. Presently
evaluating opportunities in the battery metal space, Comstock
recently secured the Rawhide Cobalt-Silver Project in Ontario,
adding to its two advanced gold projects: Preview SW Project in
Saskatchewan and the QV Project located in the White Gold District
of the Yukon.
Comstock also has a joint venture with, and
equity investment in, E3 Metals Ltd. (TSX.V: ETMC) a Petro-Lithium
company located in Alberta, Canada. For more information about E3
Metals, please visit their website: www.e3metalscorp.com.
Qualified Person
Jodie Gibson, P.Geo. and Vice President of
Exploration for the Company is a “qualified person” as defined
under National Instrument 43-101 (“NI 43-101”) and has reviewed and
approved the content of this news release.
Cautionary Note Regarding Forward
Looking InformationThis news release contains
"forward-looking information" and "forward-looking statements"
(collectively, "forward-looking statements") within the meaning of
the applicable Canadian securities legislation. All statements,
other than statements of historical fact, are forward-looking
statements and are based on expectations, estimates and projections
as at the date of this news release. Any statement that involves
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often but not always using phrases such as "expects",
or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", “proposed”, "budget", "scheduled",
"forecasts", "estimates", "believes" or "intends" or variations of
such words and phrases or stating that certain actions, events or
results "may" or "could", "would", "might" or "will" be taken to
occur or be achieved) are not statements of historical fact and may
be forward-looking statements. In this news release,
forward-looking statements relate, among other things, to the
completion of the Acquisition; the anticipated benefits to the
Company, the Vendor and their shareholders respecting the
Acquisition; the Company’s objectives, goals and exploration
activities conducted and proposed to be conducted at the Company’s
properties; future growth potential of the Company, including
whether any proposed exploration programs at any of the Company’s
properties will be successful; exploration results; and future
exploration plans and costs and financing availability.
These forward-looking statements are based on
reasonable assumptions and estimates of management of the Company
at the time such statements were made. Actual future results may
differ materially as forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company and/or
the Vendor to materially differ from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors, among other things,
include: the expected benefits to the Company and Vendor relating
to the Acquisition; expected benefits to the Company relating to
exploration conducted and proposed to be conducted at the Company’s
properties; the receipt of all applicable regulatory and third
party approvals, as required, for the Acquisition; failure to
identify any additional mineral resources or significant
mineralization; the preliminary nature of metallurgical test
results; uncertainties relating to the availability and costs of
financing needed in the future, including to fund any exploration
programs on the Company’s properties; business integration risks;
fluctuations in general macroeconomic conditions; fluctuations in
securities markets; fluctuations in spot and forward prices of
gold, silver, base metals or certain other commodities;
fluctuations in currency markets (such as the Canadian dollar to
United States dollar exchange rate); change in national and local
government, legislation, taxation, controls, regulations and
political or economic developments; risks and hazards associated
with the business of mineral exploration, development and mining
(including environmental hazards, industrial accidents, unusual or
unexpected formations pressures, cave-ins and flooding); inability
to obtain adequate insurance to cover risks and hazards; the
presence of laws and regulations that may impose restrictions on
mining and mineral exploration; employee relations; relationships
with and claims by local communities and indigenous populations;
availability of increasing costs associated with mining inputs and
labour; the speculative nature of mineral exploration and
development (including the risks of obtaining necessary licenses,
permits and approvals from government authorities); the
unlikelihood that properties that are explored are ultimately
developed into producing mines; geological factors; actual results
of current and future exploration; changes in project parameters as
plans continue to be evaluated; soil sampling results being
preliminary in nature and are not conclusive evidence of the
likelihood of a mineral deposit; title to properties; and those
factors described in the most recently filed management’s
discussion and analysis of each of the Company and Vendor. Although
the forward-looking statements contained in this news release are
based upon what management of the Company and Vendor believe, or
believed at the time, to be reasonable assumptions, the Company and
Vendor cannot assure shareholders that actual results will be
consistent with such forward-looking statements, as there may be
other factors that cause results not to be as anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking statements and information. There can
be no assurance that forward-looking information, or the material
factors or assumptions used to develop such forward-looking
information, will prove to be accurate. Neither the Company nor the
Vendor undertakes any obligations to release publicly any revisions
for updating any voluntary forward-looking statements, except as
required by applicable securities law.
Neither the TSX Venture Exchange (the
“Exchange”) nor its Regulation Services Provider (as that term is
defined in the policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this news release.
Contact Information:David
D’Onofrio Chief Executive Officer White Gold Corp. (416) 643-3880
ddonofrio@whitegoldcorp.ca
Steven H. GoldmanPresident, CEO and DirectorComstock Metals
Ltd.(416) 867-9100s.goldman@goldmanhine.com
Photos accompanying this announcement are available at:
http://www.globenewswire.com/NewsRoom/AttachmentNg/a0df67b2-441b-491d-b614-457978b78656
http://www.globenewswire.com/NewsRoom/AttachmentNg/e3ecae7f-1034-457d-9f9d-4ef910aaa5e8
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