Barkerville Gold Mines Ltd. ("Barkerville" or the "Company") (TSX
VENTURE:BGM)(FRANKFURT:IWUB) wishes to provide clarification on the
terms of the loan by Mr. Frank Callaghan (the "Lender") to the
Company under the partial revocation order (the "PRO") that was
issued by the British Columbia Securities Commission (the "BCSC")
on November 13, 2012.
As previously disclosed in the Company's news release dated
November 14, 2012, in accordance with the terms of the contemplated
loan by the Lender to the Company, which is subject to TSX Venture
Exchange approval, the Lender has agreed to advance from time to
time as it may determine by way of a loan or loans (collectively,
the "Loan") the aggregate principal sum of up to $2,441,820 (the
"Principal Sum"), which shall bear interest commencing on the date
of any such Loan at the simple interest rate of 20% per annum with
all such interest to be payable in full to the Lender on repayment
of the Principal Sum which shall be at or before 5:00 p.m.
(Vancouver time) on the date which is six months from the date of
any such Loan. The interest rate shall be reduced to 10% after one
year should any Loan remain outstanding for a period of one year
from the date of advancement. As security for the due and punctual
repayment of the Principal Sum and any interest thereon, the
Company has agreed to provide the Lender with a duly executed
debenture, security agreement and such other security documentation
as may be required by the Lender and its counsel, acting
reasonably.
As initial security for the due and punctual repayment of the
Principal Sum and any interest thereon from time to time in
accordance with the terms of the Loan, the Company shall provide
the Lender, upon the effective date of the Loan, with a duly
executed debenture therein specifically mortgaging, charging,
assigning and transferring to the Lender, and granting to the
Lender, a fixed charge over, and a security interest in, all of the
Company's right, title and interest in and to all then presently
owned or held and after acquired or held personal property, assets
and undertakings being solely comprised of all tangible and
intangible properties and assets and including, but not being
limited to, the Company's QR, Cow Mountain, Barkerville Mountain,
Grouse Creek, Bonanza Ledge, Cariboo Gold Quartz and Goldstream
Mill properties (collectively, the "Mineral Properties") located in
British Columbia, Canada (collectively, the "Collateral"), and all
proceeds thereof and therefrom, both present and future, and
including, without limiting the generality of the foregoing, all of
the Company's present and future rents, revenues, incomes, moneys,
rights, franchises, motor vehicles, inventories, machinery,
equipment, materials, supplies, book debts, accounts receivable,
negotiable and non-negotiable instruments, conditional sales
contracts, judgments, securities, choses in action and all other
property and things of value of every kind and nature, tangible and
intangible, legal and equitable, and related to the Collateral over
which the Company may be possessed of or entitled to or which may
hereafter be acquired by the Company, including any greater right,
title and interest therein or any part thereof which the Company
may acquire and hold in the Collateral during the currency of the
Loan after the effective date.
As additional security to the debenture and for the due and
punctual repayment of the Principal Sum and any interest thereon
from time to time in accordance with the terms of the Loan, the
Company shall also provide the Lender, also upon the effective date
of the Loan, with a duly executed security agreement under the
provisions of the Personal Property Security Act of the Province of
British Columbia, charging the specific Collateral.
As further security to the debenture and the security agreement
and for the due an punctual repayment of the Principal Sum and any
interest thereon from time to time in accordance with the terms of
the Loan, the Company shall also provide the Lender, also upon the
effective date of the Loan, with such other security documentation
(and including, without limitation, promissory notes, security
instruments and the granting of a mortgage, charge or lien on the
Mineral Properties by recording and registering the debenture and
security agreement under the Mineral Tenures Act (British Columbia)
through British Columbia Mineral Titles Online) as may be required
by the Lender and its counsel, acting reasonably, in order to
evidence the Loan, together with and all other supporting documents
required under any such security documentation.
The proceeds from the Loan will be used to (i) satisfy minimum
overhead expenses to sustain operations, (ii) satisfy minimum
wages, consulting fees and benefits, (iii) satisfy costs related to
completing the National Instrument 43-101 technical report (the
"Report") required in accordance with the CTO, (iv) pay trade
accounts payable related to the Report, and (v) pay past due
payroll remittances.
Upon the Company receiving TSX Venture Exchange approval of the
Loan, the Company estimates that it will require one to two months
to prepare and file the Report and to deal with the technical
disclosure issues to subsequently obtain a full revocation of the
CTO.
About Barkerville Gold Mines Ltd.
Since the mid-1990s the Company has focused on exploration and
development of gold projects in the Cariboo Mining District in
central B.C. The Company's mineral tenures now cover over
117,691.14 hectares, encompassing seven past producing hard rock
mines and three NI 43-101 gold deposits, including the QR Mine
& Mill. The QR Property was acquired in February 2010 and
includes a 900 tonne/day gold milling facility and a permitted gold
mine located approximately 110 kilometers by highway and
all-weather road from the Barkerville Gold Camp. Mining operations
commenced at QR in the first quarter of fiscal 2011 and the Company
began pouring dore gold in September 2010 and continued until
December 2011. In November 2010 the Company acquired a second
permitted mill currently on care and maintenance in Revelstoke,
B.C. for relocation to the Barkerville Gold Camp near Wells, B.C.
and upgrade to a +3,000-tonne/day facility subject to all necessary
government approvals. In November 2010 the Company and the Lhtako
Dene First Nation also signed a Project Agreement in relation to
its Bonanza Ledge and Cariboo Gold Projects. The Company has
completed significant drilling and exploration programs and
together with the historical data is compiling all information to
determine geologic models and updated technical reports to continue
with exploration and development of the Cariboo Gold projects. This
news release has been prepared on behalf of the Board of Directors
which takes full responsibility for its contents.
J. Frank Callaghan, President and CEO
Certain information in this news release is forward-looking
within the meaning of certain securities laws, and is subject to
important risks, uncertainties and assumptions. This
forward-looking information includes, among other things,
information with respect to the Company's beliefs, plans,
expectations, anticipations, estimates and intentions, including
the listing and trading of the Company's common shares on the TSX
Venture Exchange. The words "may", "could", "should", "would",
"suspect", "outlook", "believe", "anticipate", "estimate",
"expect", "intend", "plan", "target" and similar words and
expressions are used to identify forward-looking information. The
forward-looking information in this news release describes the
Company's expectations as of the date of this news release.
The results or events anticipated or predicted in such
forward-looking information may differ materially from actual
results or events. Material factors which could cause actual
results or events to differ materially from such forward- looking
information include, among others, the Company's ability to engage
and retain qualified key personnel, employees and affiliates, to
obtain capital and credit and to protect its property rights.
The Company cautions that the foregoing list of material factors
is not exhaustive. When relying on the Company's forward-looking
information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties
and potential events. The Company has assumed a certain
progression, which may not be realized. It has also assumed that
the material factors referred to in the previous paragraph will not
cause such forward-looking information to differ materially from
actual results or events. However, the list of these factors is not
exhaustive and is subject to change and there can be no assurance
that such assumptions will reflect the actual outcome of such items
or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE
REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS
NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH
DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING
INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY
OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE
TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
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.
Contacts: Barkerville Gold Mines Ltd. J. Frank Callaghan
President and CEO 604 669-6463 or Toll Free: 1-800 663-9688 604
669-3041 (FAX) www.barkervillegold.com