TerraX Options Central Canada Gold Project to Alberta Star Development Corp.; Alberta Star to Subscribe for Private Placement...
February 14 2014 - 3:35PM
Marketwired
TerraX Options Central Canada Gold Project to Alberta Star
Development Corp.; Alberta Star to Subscribe for Private Placement
for $585,000
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb 14, 2014) -
TerraX Minerals Inc. (TSX-VENTURE:TXR)(FRANKFURT:TX0) and Alberta
Star Development Corp.
(TSX-VENTURE:ASX)(OTCBB:ASXSF)(FRANKFURT:QLD) are pleased to
announce that they have entered into an indicative term sheet
pursuant to which Alberta Star can earn up to a 60% in TerraX's
wholly-owned Central Canada gold project (the "Central Canada
Property") in Ontario (the "Option") and will subscribe for
1,300,000 units of TerraX "Units") at $0.45 per Unit for gross
proceeds of $585,000 (the "Private Placement"). Each Unit will
consist of one common share and one-half of one share purchase
warrant, with each full warrant entitling the holder to purchase an
additional common share at an exercise price of $0.57 per common
share for a period of two years from the date of closing. No
finder's fees are payable in connection with the Private
Placement.
In order to exercise the Option, Alberta Star must make cash
payments to TerraX totaling $85,000 over a three year period, with
$10,000 due upon execution of a definitive option agreement (the
"Option Agreement"), $25,000 due on the second anniversary of the
execution of the Option Agreement (an "Anniversary Date") and a
further $50,000 due on the third Anniversary Date. Alberta Star
must also incur an aggregate of $500,000 in exploration
expenditures over a three year period, with $100,000 due on the
first Anniversary Date, $150,000 due on the second Anniversary Date
and a further $250,000 due on the third Anniversary Date. Albert
Star will also be responsible for payment of the annual
pre-production royalty of $10,000 to the original vendors of the
Central Canada Property due annually in December beginning with the
next payment due on December 11, 2014.
The Option and the Private Placement are subject to execution of
the Option Agreement, execution of a definitive subscription
agreement in respect of the Private Placement and acceptance of the
TSX Venture Exchange. The net proceeds of the Private Placement
will be used by TerraX to finance additional drilling planned for
TerraX's wholly-owned Northbelt property, which encompasses 3,562
hectares on the prolific Yellowknife belt, 15 km north of the city
of Yellowknife, and covers 13 km of strike on the northern
extension of the geology that contained the Giant (7.6 Moz) and Con
(5.5 Moz) gold mines. The Northbelt property is host to multiple
shears that are the recognized hosts for gold deposits in the
Yellowknife camp and it contains innumerable gold showings.
Mr. Stuart Rogers, a director and the Chief Financial Officer of
TerraX, is also a director and the President and Chief Executive
Officer of Alberta Star. Mr. Rogers beneficially owns or controls
855,000 common shares and 447,500 securities convertible into
common shares of TerraX, representing 2.06% of the outstanding
common shares of TerraX on a non-diluted basis and 3.11% of the
outstanding common shares of TerraX on a diluted basis. Mr. Rogers
beneficially owns or controls 339,000 common shares and 300,000
securities convertible into common shares of Alberta Star,
representing 1.56% of the outstanding common shares of Alberta Star
on a non-diluted basis and 2.89% of the outstanding common shares
of Alberta Star on a diluted basis. TerraX does not own any
securities of Alberta Star and Alberta Star does not presently own
any securities of TerraX. Assuming completion of the Private
Placement, Alberta Star will own 3.04% of the outstanding common
shares of TerraX on a non-diluted basis and 4.49% of the
outstanding common shares of TerraX on a diluted basis. Mr. Rogers
has declared his interest in, and will abstain from voting in
respect of, the Option and the Private Placement on behalf of
TerraX and Alberta Star. The directors of each of TerraX and
Alberta Star have considered the merits of the Option and the
Private Placement in the absence of Mr. Rogers. The Option and
Private Placement are exempt from the formal valuation and minority
approval requirements of Multilateral Instrument 61-101 pursuant to
sections 5.5(b) and 5.7(1).
Information Regarding
the Central Canada Property
The Central Canada Property consists of seven claims totaling 24
claim units (~3.8 km2) located 20 km east of the town of Atikokan,
160 km west of Thunder Bay and 19 km from the Hammond Reef gold
deposit owned by Osisko Mining Corporation.
The Central Canada Property straddles the southern contact of
the Marmion Batholith, host to the Hammond Reef deposit and
TerraX's Blackfly property. The bulk of the property is underlain
by mafic rocks outside the batholith; these have been intruded by
abundant felsic dikes presumably related to the Marmion Batholith.
Gold mineralization is associated with quartz-iron carbonate veins
with minor pyrite and local tourmaline and/or arsenopyrite. These
veins are most common in or close to felsic dikes. Dikes and veins
trend easterly, parallel to the contact of the Marmion Batholith
and to the strike of the regional scale Quetico Fault, which also
occurs on the property. TerraX conducted due diligence on the
property in October 2009, collecting 18 grab samples of veins and
alteration. Assay values range from 9 ppb to 22.9 g/t gold, and
seven samples had >250 ppb Au. This includes results of 2.8,
4.48 and 22.9 g/t gold.
Induced Polarization ("IP") and magnetic surveys were conducted
on the Central Canada Property by TerraX in February/March 2010 and
two chargeability anomalies were detected, one of which was roughly
coincident with the 22.9 g/t Au sample with the other occurring in
an area not previously investigated by TerraX.
A comprehensive prospecting program was carried out on the
Central Canada Property in June 2010. Extensive zones of shearing
and carbonate-chlorite-sericite alteration with quartz veining were
noted across the property. This prospecting program collected 21
new grab samples. Results ranged from below detection to a high of
39.6 g/t Au on a sample collected near the circa 1900 shaft that
occurs on the property. Importantly, two samples of approximately 1
g/t Au (907 and 1070 ppb) were taken from a new showing 500 m
northeast of the shaft. This showing consists of a northeast
trending sericite carbonate shear with disseminated to semi-massive
pyrite and arsenopyrite. This was followed up with Channel sampling
in September 2010. One hundred and twenty-three channel samples
were collected over a strike length of approximately 120 m,
perpendicular to a series of easterly trending
quartz-carbonate-pyrite veins and felsic dikes. Twenty-four samples
contained anomalous gold (20 ppb or higher), with a high value of
7.5 g/t Au.
Based on these results and historical information, TerraX
commenced drilling at the Central Canada Property in March 2012.
Three holes (363 m) were drilled approximately 55 meters apart to
test a 110 m strike length of the main mineralized structure, which
trends east-northeast. Drill holes were aligned to cut normal to
the mineralized structures identified in the channel sampling.
Drill intersections from southwest to northeast include 23.30 m @
0.83 g/t Au (including 0.63 m @ 7.36 g/t Au) in hole CC12-03, 10.61
m @ 1.32 g/t Au (including 1.82 m @ 4.77 g/t Au) in hole CC12-01,
and 8.92 m @ 0.74 g/t Au in hole CC12-02. Alberta Star's
exploration activities this year will be designed to follow-up on
the initial 363 m drill program conducted by TerraX and determine
the overall size of the mineralized structure, which remains open
along strike and down-dip. A map showing the location of the
drilling conducted at Central Canada is available on TerraX's web
site at www.terraxminerals.com.
On
behalf of the Board of Directors of TerraX |
|
On
behalf of the Board of Directors of Alberta Star |
|
|
|
Joseph Campbell |
|
Guido Cloetens |
President |
|
Chairman |
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.
This news release contains forward-looking information, which
involves known and unknown risks, uncertainties and other factors
that may cause actual events to differ materially from current
expectation. Important factors - including the availability of
funds, the results of financing efforts, the completion of due
diligence and the results of exploration activities - that could
cause actual results to differ materially from the Company's
expectations are disclosed in the Company's documents filed from
time to time on SEDAR (see www.sedar.com). Readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. The company
disclaims any intention or obligation, except to the extent
required by law, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Paradox Public Relations514-341-0408 or Toll Free:
1-866-460-0408info@paradox-pr.caVanguard Shareholder
Solutions604-608-0824 or Toll Free:
1-866-801-0779ir@vanguardsolutions.ca
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