Omineca Mining and Metals Ltd. (“Omineca”) (TSX-V:OMM)
announces that an arm’s length Letter of Intent (“LOI”) dated
September 18th, 2012, (with an effective date of October 4th, 2012)
has been executed whereby Omineca has the exclusive right to
acquire all issued and outstanding shares of CVG Mining Ltd., a
private British Columbia corporation (“CVG”). The primary asset
held by CVG is its 100% interest in the Wingdam Gold Project
located along Lightning Creek near the Wells-Barkerville area of
central British Columbia, 45 km east of Quesnel. Under terms of the
proposed Agreement, Omineca will issue 47,471,548 common shares at
a deemed price of $.35/share, representing a purchase price of
$16,615,041 and issue a $5,400,000 convertible debenture, detailed
below, in connection with the assumption by Omineca of certain debt
related to the property. Coincident with the proposed transaction
will be the appointments of Mr. Tom MacNeill CGA, CFA and Mr.
Andrew Davidson, CA to the Board of Omineca, joining the current
Board of Directors.
About the Wingdam Project
The Wingdam Project provides a unique opportunity for Omineca to
acquire near-term gold production in a proven district. The
property overlies both placer and hard-rock tenures along the Deep
Lead Channel of Lightning Creek, where topographic conditions have
created a deep overburden accumulation which effectively resulted
in a large portion of the channel being excluded from conventional
surface placer mining activity. Historic and recent results from
drilling and seismic surveying show that the channel floor width
varies from 6 to 39 m wide and extends 2,430 m along the length of
the property. In effect, the gravels comprising the Wingdam Project
are pristine, despite the extensive historical economic activity
which took place both up-stream and down-stream. On the Wingdam
property, drilling and geophysical surveys indicate that the Deep
Lead Channel occurs throughout the entire 2.4km length of the
Wingdam property, extending upstream and downstream an undetermined
distance. “The Deep Lead Channel contains some of the highest
placer gold concentrations historically reported in all of the
Cariboo Mining District and perhaps British Columbia that remains
unmined” (Stephen Kocsis, P.Geo; Wingdam Property NI 43-101 Report,
October 2nd, 2012). Numerous attempts have been made to mine the
Deep Lead Channel in the Wingdam area since the late 1880s, but all
were hampered by an influx of water and unstable ground conditions
and were ultimately abandoned.
Since acquiring the property in 2009, CVG combined the
Australian deep-lead mining method with a ground-freeze method and
in 2012 successfully completed a 2.44m x 2.44m crosscut drift 23.5m
across the Deep Lead Channel along the bedrock/gravel interface.
This effort not only proved the applicability of the freeze method,
but also provided a bulk sample whereby “the gold recovered from
the 23.5-meter drift advance across the paleochannel true width
amounted to 173.495 ounces of raw placer gold (900 fineness) from
140 bank cubic meters. The refined-equivalent gold grade across
this width amounted to 34.55 g/m3 or 0.453 oz/tonne. The grade
across a central portion of the paleochannel totaling 14.8 m (3.8
to 18.6m) averaged 46.30 g/m3 or 0.608 oz/tonne.
Abundant elongated gold flakes up to 5 mm long were visible on
bedrock across a 5.5-meter distance (6.5 to 12.0m). Seven
consecutive discrete samples (0.036 to 0.054 m3) collected along
this distance returned gold grades ranging from 71.35 to 185.62
g/m3 (0.936 to 2.436 oz/tonne). The discrete sample gold grades
represent the entire extent of the 5.5-meter distance and
2.44-meter mine height” (Kocsis, 2012).
The abundance and physical nature of the placer gold recovered
during the 2012 test mining operation indicates that it is locally
derived. Little or no systematic exploration work has been carried
out on the property to test for the occurrence of lode gold,
leaving good potential for the exploration and possible discovery
of in-situ (hard-rock) gold mineralization in addition to the
presence of a proven placer deposit.
Tim Termuende, P.Geo., President and CEO of Omineca commented
recently: “We are excited by the opportunities presented by the
acquisition of CVG. Although the Wingdam project has proved
challenging to past operators, modern mining technology appears to
hold the answer to the economic extraction of gold within the Deep
Lead Channel. The recent successful completion of a crosscut tunnel
by CVG using freeze-mining technology bodes well for future
production scenarios at Wingdam. In addition, the recent upswing in
gold prices and the general consensus among many financial experts
that gold prices will continue to rise suggests that acquisition is
well-timed. In addition to near-term production potential, the
project is fully permitted and will have a very small environmental
footprint”.
About CVG Mining Ltd.
CVG Mining Ltd. is a private British Columbia corporation that
was formed in 2009 with the sole purpose of exploring deposits in
the Cariboo mining district of central British Columbia. CVG
currently holds approximately 6600 hectares of mineral claims and
placer claims/leases, the primary asset being its 100% interest in
the Wingdam Gold Project located along Lightning Creek near the
Wells-Barkerville area, 45 km east of Quesnel, British Columbia.
CVG is controlled by a group of private Saskatchewan corporations.
49 North Resources Inc., a company listed on the TSX Venture
Exchange, indirectly owns, but does not control, approximately 76%
of CVG, with an additional 17% owned, but not controlled, by 49
North 2011 Resource Flow-Through Limited Partnership and the
balance owned by the founders and operators of CVG (approximately
7%).
About Omineca Mining and Metals Ltd.
Omineca Mining and Metals was created by way of a Plan of
Arrangement on May 20th, 2011. Shareholders of Copper Canyon
Resources Ltd. approved the plan to reorganize the company’s
mineral property assets in an effort to maximize shareholder
value. Under the terms of the arrangement, two of Copper
Canyon’s projects, Abo (Harrison) Gold and Kiwi, were transferred
into Omineca on a one-for-four share basis.
Details Relating to the Convertible Debenture
The Convertible Debenture will have a three year term, maturing
on the third anniversary of Closing and will pay interest at the
rate of 8% per annum, calculated and compounded monthly. Principal
and interest payments will be made in arrears in quarterly
installments, in the set amount of 2% of the gross monthly gold
sales. The outstanding principal amount of the Convertible
Debenture will be convertible at the option of the holder into
common shares of Omineca at a conversion price of: (i) $0.75 per
common share prior to the first anniversary of the Closing; (ii)
$1.00 per common share on or after the first but prior to the
second anniversary of the Closing; or (iii) $1.25 per common share
on or after the second anniversary of the Closing.
Any accrued interest on the Convertible Debenture will also be
convertible, at the option of the holder, into common shares of
Omineca at the market price of the shares at the time of
settlement.
Trading Halt in Effect
Trading in the securities of Omineca has been halted at the
request of Omineca management. This halt will remain in effect
pending receipt of certain acceptable documentation by the TSX
Venture Exchange.
Cautionary Notes
Completion of the transaction is subject to a number of
conditions, including TSX Venture Exchange acceptance and
disinterested Shareholder approval. The transaction cannot close
until the required Shareholder approval is obtained. There can be
no assurance that the transaction will be completed as proposed or
at all.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with
the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of Omineca should be
considered highly speculative.
The TSX Venture Exchange has in no way passed opinion upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Technical aspects of this news release have been reviewed and
approved by Stephen Kocsis, P.Geo., hereby identified as the
“Qualified Person” in accordance with National Instrument
43-101.
On behalf of the Board of Directors
Signed
“Tim J. Termuende”President and CEO
For further information, please contact Mike
Labach at1 866 HUNT ORE (486 8673)Email: mgl@eagleplains.com or
visit our website at http://www.ominecamining.com/
Neither the TSX Venture Exchange nor its Regulation Services
Provider accepts responsibility for the adequacy or accuracy of
this release. This news release may contain forward-looking
statements including but not limited to comments regarding the
timing and content of upcoming work programs, geological
interpretations, receipt of property titles, potential mineral
recovery processes, etc. Forward-looking statements address future
events and conditions and therefore, involve inherent risks and
uncertainties. Actual results may differ materially from those
currently anticipated in such statements.
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