VANCOUVER, Dec. 22, 2017
/CNW/ - NXGOLD LTD. ("NxGold" or the
"Company"), (NXN:TSXV) is pleased to report that it
has entered into a binding term sheet (the "Agreement") with
Roe Gold Limited ("Roe") and its shareholders to acquire an
80% interest in the Mt. Roe Gold Project ("Mt. Roe" or the
"Project"), located in the Pilbara region of Western Australia.
Christopher McFadden, Chief
Executive Officer, commented: "The acquisition of the Mt. Roe Gold
Project located in the heart of the Pilbara gold region is an
exciting addition to our high quality portfolio of
assets. Similar to the adjacent Novo/Artemis joint venture,
the Project contains outcropping conglomerates that are known to
host gold nuggets, discovered at surface across the Mt. Roe
Project."
Mt. Roe Gold Project:
Mt. Roe is comprised of approximately 1,200 hectares covering
two exploration blocks and is located approximately 30 kms south of
the port city of Karratha, Western
Australia (see Figure 1). The Project is situated
immediately adjacent to Novo Resources Corp. and Artemis Resources
Limited's joint venture tenements and is known to contain
outcropping gold-bearing conglomerates at the base of a basalt
layer (see Figure 2). These known gold-bearing conglomerates
have been traced for over 5 kms of strike length within the Project
area. Additionally, gold nuggets have been discovered at
surface on Mt. Roe with similar characteristics as gold discovered
on nearby projects (see Figures 3 and 4).
The Terms:
Pursuant to the Agreement: (i) Roe will acquire an 80% interest
in the Project and a special purpose vehicle ("SPV") formed
by the shareholders of Roe will acquire a 20% interest in the
Project, all pursuant to the terms of an existing option agreement
(the "Option Exercise"); (ii) NxGold will acquire all
of the issued and outstanding shares of Roe for a purchase price
comprised of A$1.5 million cash and
an aggregate of 19 million common shares in the capital of the
Company (subject to a 4 month hold period). The Project will be
held as a joint venture between Roe and the SPV pursuant to which
the SPV will be free-carried through to Bankable Feasibility Study
with standard dilution applying after that. If the SPV's
interest in the Project falls below 5%, the balance of its interest
will be transferred immediately to NxGold. The SPV will be
granted a US$20 per ounce royalty
over the Project and at completion will have the right to nominate
one director to the Company's Board of Directors.
The transaction is subject to the completion of due diligence to
the satisfaction of NxGold, due completion of the Option Exercise
and receipt of all regulatory approvals including acceptance by the
TSX Venture Exchange. Either party may terminate the agreement if
the due diligence condition is not waived or satisfied within 7
days of execution of the Agreement or if any of the other
conditions are not satisfied or waived within 14 days of execution
of the Agreement. The cash component of the purchase price is
payable upon satisfactory completion of due diligence and receipt
of all regulatory approvals but is refundable if the Option
Exercise is not completed.
Neither TSX Venture Exchange nor its Regulations Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
About NxGold
NxGold is a Vancouver-based
exploration company. NxGold has entered into an earn-in
agreement with Meliadine Gold Ltd. to earn up to a 70% interest in
the Kuulu Project (formerly known as the Peter Lake Gold Project).
Additionally, the Company has entered into an earn-in agreement to
earn up to a 100% interest in the Chicobi Project located within
the prolific Abitibi Greenstone Belt in Québec.
Qualified Person Statement
The scientific and technical information contained in this news
release was prepared by Darren
Lindsay, P.Geo., NxGold's Vice President, Exploration, who
is a "qualified person" (as defined in National Instrument 43-101 –
Standards of Disclosure for Mineral Projects). This
news release refers to properties other than those in which the
Company has an interest. Mineralization on those other properties
is not necessarily indicative of mineralization on the
Property.
Cautionary Statement Regarding "Forward-Looking"
Information.
This news release contains "forward-looking information"
within the meaning of applicable Canadian securities legislation.
"Forward-looking information" includes, but is not limited to,
statements with respect to activities, events or developments that
the Company expects or anticipates will or may occur in the future
including whether the proposed acquisition will be completed.
Generally, but not always, forward-looking information and
statements can be identified by the use of words such as "plans",
"expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes" or the
negative connotation thereof or variations of such words and
phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved" or the negative connotation thereof.
Such forward-looking information and statements are based on
numerous assumptions, including among others, that the conditions
to completion of the proposed acquisition will be obtained, general
business and economic conditions will not change in a material
adverse manner, that financing will be available if and when needed
and on reasonable terms, and that third party contractors,
equipment and supplies and governmental and other approvals
required to conduct the Company's planned exploration activities
will be available on reasonable terms and in a timely manner.
Although the assumptions made by the Company in providing
forward-looking information or making forward-looking statements
are considered reasonable by management at the time, there can be
no assurance that such assumptions will prove to be
accurate.
Forward-looking information and statements also involve known
and unknown risks and uncertainties and other factors, which may
cause actual events or results in future periods to differ
materially from any projections of future events or results
expressed or implied by such forward-looking information or
statements, including, among others: failure to satisfy the
conditions to the proposed acquisition, negative operating cash
flow and dependence on third party financing, uncertainty of
additional financing, no known mineral reserves or resources,
reliance on key management and other personnel, potential downturns
in economic conditions, actual results of exploration activities
being different than anticipated, changes in exploration programs
based upon results, and risks generally associated with the mineral
exploration industry, environmental risks, changes in laws and
regulations, community relations and delays in obtaining
governmental or other approvals.
Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in the forward-looking information or implied by
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that forward-looking information and statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking statements or information. The Company
undertakes no obligation to update or reissue forward-looking
information as a result of new information or events except as
required by applicable securities laws.
SOURCE NxGold Ltd.