Margaux Resources Ltd.
Margaux Resources Announces Letter of Intent to acquire Cassiar Gold Project in northern British Columbia
DGAP-News: Margaux Resources Ltd. / Key word(s): Miscellaneous Calgary, Alberta–(Newsfile Corp. – January 21, 2019) – Margaux Resources Ltd. (TSXV: MRL) (OTCQB: MARFF) (‘Margaux’) is pleased to announce that it has entered into a non-binding Letter of Intent (‘LOI’) with Wildsky Resources Inc. (‘Wildsky’) for an option to acquire the Cassiar Gold Project (the ‘Property’) in northern British Columbia by way of an all-share agreement. The Cassiar Gold Project is an advanced-stage orogenic gold system, with past-production (primarily 1979-1997) of approximately 920,000 tonnes at an average grade of 11.9 grams per tonne (g/t) gold, or a total of 350,000 ounces of hard rock gold1. During this period, portions of the Property were held by different operators, and production was from different mine operations (predominantly underground) utilizing different mill facilities. Under the terms of the LOI, Margaux will issue 58,200,000 common shares (‘Shares’) in the capital of Margaux, at a deemed price of $0.08 per Share, to Wildsky to acquire all the common shares (the ‘Cassiar Shares’) in the capital of Wildsky’s wholly-owned subsidiary, Cassiar Gold Corp. Shares will be issued in 4 tranches over an 18 month period. A Definitive Option Agreement (the ‘Definitive Agreement’) must be entered into by Margaux and Wildsky within a 90 day due diligence and exclusivity period that follows the signing of the LOI, and the closing of the Definitive Agreement is subject to regulatory approval. A 10% initial Share payment is due upon signing the Definitive Agreement. Thereafter, subsequent 20, 30 and 40% Share payments are due at 6 month intervals. The LOI is subject to board approval by both Margaux and Wildsky and to the approval of the TSX Venture Exchange. Further clarification and details of the conditions of the transaction follow.
In order to exercise the Option, Margaux must issue a total of 58,200,000 Shares, issued at a deemed price of $0.08 per Share for aggregate consideration of $4.656 million. Margaux must also undertake certain exploration expenditures on the Cassiar Property and satisfy certain other conditions as follows:
If, at any time prior to the exercise of the Option or the termination of the Definitive Agreement, Margaux or its agent(s) remove material from the Tailings Pond for purposes other than bona fide exploration and testing purposes, and such material is processed for its minerals and/or metals, then the time periods set out above in paragraphs (b), (c) and (d) of shall be accelerated (‘Acceleration’) to seven (7) days from the date of first removal of such material. All Shares issued to Wildsky in accordance with Definitive Agreement shall be subject to a statutory hold period (the ‘Statutory Hold Period’) of 4 months and a contractual hold period of a further eight (8) months (for a total of 12 months from the date of issuance). If Acceleration occurs, then all Shares issued to Wildsky, including any Shares issued prior to Acceleration, shall only be subject to the Statutory Hold Period. For greater certainty, if any Shares have been issued to Wildsky more than 4 months prior to the occurrence of Acceleration, then those Payment Shares shall immediately become ‘free-trading’. For greater certainty, Margaux will not acquire any interest whatsoever in the Cassiar Shares until such time as it has satisfied all the requirements of exercise of the Option as set out in the Definitive Agreement. If Margaux fails to fully comply with all such conditions of exercise within the stipulated time periods, the Option shall immediately terminate and Margaux shall forfeit all interest in any and all Shares issued to Wildsky and/or any of the Cassiar Gold shares. Linda Caron, M.Sc., P.Eng., Margaux’s Vice President of Exploration, is Margaux’s Qualified Person as defined by NI 43-101 who has reviewed and approved the technical information contained within this press release. Margaux Resources Ltd. (TSXV: MRL) (OTCQB: MARFF) is a mineral acquisition and exploration company focused on gold exploration in British Columbia, and is directed by a group of highly successful Canadian business executives. This press release may contain forward looking statements including those describing Margaux’s future plans and the expectations of management that a stated result or condition will occur. Any statement addressing future events or conditions necessarily involves inherent risk and uncertainty. Actual results can differ materially from those anticipated by management at the time of writing due to many factors, the majority of which are beyond the control of Margaux and its management. In particular, this news release contains forward-looking statements pertaining, directly or indirectly, to the following: Margaux’s ability to enter into the Definitive Agreement on the timeframes indicated, or at all, sourcing of the required for the exploration expenditures and the timing and ability to obtain TSX Venture Exchange and requisite shareholder approval for the transaction, Margaux’s exploration plans and work commitments, the potential of mineral resources and potential for recovery thereof, the timing of reporting exploration results, as well as other market conditions and economic factors, business and operations strategies. Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. These statements speak only as of the date of this release or as of the date specified in the documents accompanying this release, as the case may be. The Company undertakes no obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws. Neither the 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. CONTACT INFORMATION Margaux Resources Ltd. ____________________ 1,2 Kirkham et al., 2008. Update of Technical Report on the Table Mountain Property, Liard Mining District, British Columbia, for Hawthorne Gold Corp., June 1, 2008. Click on, or paste the following link into your web browser, to view the associated documents http://www.newsfilecorp.com/release/42305
21.01.2019 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |
Language: | English |
Company: | Margaux Resources Ltd. |
Canada | |
ISIN: | CA56660Q2045 |
End of News | DGAP News Service |