Kilo Goldmines and Randgold Resources Sign Joint Venture Agreement

Date : 12/06/2012 @ 10:37AM
Source : Marketwired

Kilo Goldmines and Randgold Resources Sign Joint Venture Agreement

Kilo Goldmines (XE:A0X8JV)
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Kilo Goldmines Ltd. ("Kilo" or "KGL" or the "Company") (TSX VENTURE:KGL)(FRANKFURT:02K) Kilo Goldmines Ltd ("Kilo or KGL") and Randgold Resources plc ("RRL") are pleased to announce that they have signed a definitive agreement for a Joint Venture ("JV") on Kilo's KWR Iron Sprl Exploration licences in the Democratic Republic of Congo ("DRC").

Randgold will undertake to finance all exploration on Kilo's KWR licences for which they will obtain incremental ownership based on milestone events. Randgold has up to five years to establish a pre feasibility study and a joint venture committee will manage the exploration programmes which will rely on knowledge and expertise from both companies.

The terms of the agreement are:

--  RRL to earn 51% for the completion of a pre feasibility study ("PFS") 
--  KGL right to maintain 49% post PFS 
--  RRL to earn 65% for the completion of a bankable feasibility study
    ("BFS") should KGL not contribute post PFS 
--  KGL equity to convert to 1.5% royalty if diluted to 10% or less 
--  KGL keeps the exploration rights to all minerals not associated with
--  PFS to be established within 5 years 
--  BFS to be established within 1 year after PFS, or such longer time to be
    agreed by the parties 

Alex Van Hoeken, President & CEO of Kilo Goldmines commented: "Kilo Goldmines is very pleased to have entered into a partnership with a FTSE 100 company having the reputation of aggressively finding and developing profitable gold resources. Kilo Goldmines will benefit from Randgold's expertise and shared costs to help advance its other main Somituri project as well."

Mark Bristow, CEO of Randgold Resources commented: "The Kilo Goldmines portfolio is highly prospective and constitutes an excellent target for continued growth for Randgold. The geology is akin to the large world class deposits in Tanzania and recently at Kibali, and we are committed to search for similar discoveries. Signing this agreement is a first step in establishing a long term collaboration with Kilo Goldmines. With Kilo Goldmines' established exploration infrastructure in the area, our teams can get a running start on their exploration programmes."

Twelve Permis d'Exploration ("PR"), Exploration Licences attributed to the RRL/KGL JV namely PR 2227, PR 2226, PR 2229, PR 2230, PR 2231, PR2285, PR2286, PR 2287, PR2288, PR 2289, PR 2290, and PR 2291, totaling 2 056.76 km2, are illustrated on Figures 1 and 2 on Kilo's website. These licences are currently in a joint venture with Rio Tinto for iron only, whilst KGL and its partner Suez retain all non-iron mineral rights. The Northern portion of the Archaean Ngayu Greenstone Belt and the entire Isiro Greenstone Belt, both set in a granitic basement, are covered by the twelve PRs. The licenses have numerous gold occurrences which were explored during the colonial-era, and are current active artisanal sites.

Examination of available data to date has enabled preliminary interpretation of major structural features permissive for gold mineralization, such as local and regional folding, thrusting, faulting and displacements, and structural directional changes. Many of such features led to the major Randgold discoveries which have become operating mines in its portfolio.

In addition, Kilo is also pleased to announce that it has reached an agreement to buy out its 25% minority partner, Suez Holdings Ltd, which has a free carried interest through production for non-iron commodities in the KWR licences under the current Kilo - Suez JV agreement. The transaction involves an aggregate of 635 000 USD in cash and 356 000 shares over a 6 year period with initial no cash down, and is subject to review by the TSXV. The buyout is simultaneously for Suez' gold interest in the KWR licences, as well as Suez interest in a Kilo DRC subsidiary, KGL ERW Sprl, which holds permit PR 2274 illustrated on Figures 1 and 3 on Kilo's website, and allows KGL, once the consideration has been paid, to retain Randgold as its sole partner.

Kilo also reports that Rio Tinto is withdrawing from its joint venture for iron ore on the KWR Licences. Kilo and Rio Tinto are inventorising all data and joint venture assets to be handed over to Kilo, and discussions about the withdrawal process are in progress.

About Kilo

Kilo Goldmines Ltd. is a Canadian gold exploration company that is listed on the TSX Venture Exchange under the symbol 'KGL' and on the Frankfurt Exchange under the symbol '02K'. The Company holds about 3,000 square kilometres of favourable Archaean Kibalian greenstone in the Kilo-Moto area in the Democratic Republic of the Congo. Kilo's principal focus is to advance its projects from exploration through feasibility to project development and ultimately to full production in a socially and environmentally responsible manner. The Company owns a 71.25% interest in the DRC entity that holds the Somituri Project Exploitation Permits.

About Suez

Suez is a private Jersey registered company, and the original holder of the PRs, which were vended into a new entity, ERW, on the basis of share capital ownership, namely Kilo 75% and vendors (Suez) 25%. ERW PRs optioned by Rio Tinto were transferred to KWR whereas PRs not subject to the Rio Tinto option remained in ERW.

About Randgold

Randgold Resources is a gold mining and exploration company operating in the prospective gold belts of west and central Africa. The company's strategy is to create real value for all its stakeholders through the discovery of multi-million ounce gold deposits and their development into profitable mines.

Major discoveries to date include the 7.5 million ounce Morila deposit in southern Mali, the 7 million ounce Yalea deposit and the 5.5 million ounce Gounkoto deposit, both in western Mali, the 4 million ounce Tongon deposit in the Cote d'Ivoire and the 3 million ounce Massawa deposit in eastern Senegal.

Today Randgold operates four gold mines: Morila, Loulo, and Gounkoto in Mali and Tongon in Cote d'Ivoire. A fifth mine, Kibali in the Democratic Republic of Congo, is currently being developled and first gold is scheduled for the end of 2013. The Massawa project in Senegal is at feasibility stage and exploration programmes are underway in Burkina Faso, Cote d'Ivoire, DRC, Mali, and Senegal.

This news release may contain forward looking statements concerning future operations of Kilo Goldmines Ltd. All forward looking statements concerning the Company's future plans and operations, including management's assessment of the Company's project expectations or beliefs may be subject to certain assumptions, risks and uncertainties beyond the Company's control. Investors are cautioned that any such statements are not guarantees of future performance and that actual performance and exploration and financial results may differ materially from any estimates or projections.

Figure 1. Map illustrating the Kilo Exploration Licences optioned to Randgold, the Kilo ERW Exploration Licence, other Kilo Licences, Adumbi gold deposit and geology:

Figure 2. Map illustrating the Kilo Licences optioned by Randgold, geology and gold occurrences:

Figure 3. Map illustrating Kilo's ERW Exploration Licence and geology:

Neither 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: Kilo Goldmines Ltd. Alex Van Hoeken President and CEO +1 (416) 360

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