Guyana Frontier Property Acquisition and Private Placement Agreement
PR Newswire
VANCOUVER, Nov. 6, 2012
VANCOUVER, Nov. 6, 2012 /PRNewswire/ – Guyana Frontier Mining Corp. (TSXV: GYG,
“Guyana Frontier”) is pleased to announce that it signed a definitive
share purchase agreement (the “Agreement”) today to acquire the Falcao
Gold Project located in northern Brazil (“Falcao” or the “Project”) by
purchasing all of the shares of a subsidiary company of Horizonte
Minerals Plc. (“Horizonte”) of London, England (AIM and TSX: HZM), a
company at arm’s length to Guyana Frontier. Falcao is subject to an
option agreement (the “AngloGold Option Agreement”) with AngloGold
Ashanti Limited (“AngloGold”), one of the world’s largest gold
producers, whereby AngloGold can earn an initial 51% interest in the
Project by incurring US$4.5 million in exploration expenditures on the
Project.
The purchase price for Falcao payable by Guyana Frontier to Horizonte is
CDN$4,200,000, which will be satisfied by the issuance of 84,000,000
common shares of Guyana Frontier (the “Consideration Shares”) at a
deemed price of $0.05 per Consideration Share (the “Acquisition
Transaction”).
In connection with the signing of the Agreement, Horizonte has
subscribed on a private placement basis for 8,000,000 units of Guyana
Frontier (each a “Unit”) at a price of $0.05 per Unit, to raise gross
proceeds to Guyana frontier of $400,000 (the “Placement”). Each Unit
consisted of one common share and one common share purchase warrant (a
“Warrant”), with each Warrant exercisable to acquire an additional
common share of Guyana Frontier at an exercise price of $0.10 for a
period of two years from the date of closing of the Placement. Upon
closing the Acquisition Transaction, including the common shares
purchased by Horizonte in the Placement, Horizonte will beneficially
own approximately 47.1% of the issued and outstanding common shares of
Guyana Frontier.
The Acquisition Transaction and the Placement are both subject to the
acceptance of the TSX Venture Exchange (the “TSXV”), and the
Consideration Shares and the securities issued in the Placement by
Guyana Frontier will be subject to a four month trading restriction
pursuant to applicable securities laws and the policies of the TSXV.
The Consideration Shares will also be subject to escrow requirements
pursuant to the policies of the TSXV. The Acquisition Transaction is
subject to approval of the shareholders of Guyana Frontier. Closing of
the Acquisition Transaction is expected to occur by the end of the
calendar year.
The Falcao Project
Falcao consists of four exploration permits totalling approximately
32,460 hectares (80,209 acres) located in the Carajas Mineral Province
of northern Brazil. The Project lies within the eastern extension of
the Serra do Inaja greenstone belt discovered by Mineracao Colorado,
(BHP Minerals) in the mid-1980s and covers a very large (more than 40
square kilometres) historical multi-point gold, silver and copper
geochemical anomaly.
In August 2010, Horizonte announced the AngloGold Option Agreement,
pursuant to which AngloGold can earn a 51% interest in the Project by
spending US$4.5 million on exploration and development on the Project
over a three-year period. Upon AngloGold earning a 51% interest in the
Project, the parties will operate the Project on a joint venture basis
and AngloGold may elect to earn an additional 19% to increase its
participating share to 70% by funding a pre-feasibility study on the
Project.
In late 2011, Horizonte, as operator on the Project funded by AngloGold,
completed a 15-hole, 3,663 metre drilling program to test a four
kilometre long by half-kilometre wide gold-in-soil anomaly. Gold
mineralization was encountered in ten of the fifteen drill holes,
including 48.90 metres grading 0.93 grams/tonne gold from 172 metres to
220.9 metres in hole FAL-002, and 65.0 metres grading 0.82 grams/tonne
gold from 73.0 to 138 metres in hole FAL-014, which included 16.01
metres of 2.63 grams/tonne gold (see all 2011 significant drilling
results in Table 1 below).
AngloGold has completed expenditures of over US$2.5 million in the first
two years of the AngloGold Option Agreement, and currently has a US$2.0
million work commitment remaining. Horizonte, as operator of the
Project, has been reviewing all exploration data with AngloGold as well
as awaiting results from recent geochemical and geophysical surveys in
order to plan a second phase of diamond drilling at Falcao.
Table 1. Significant Gold Intersections from Falcao 2011 Drilling
Drill Hole # |
Depth From (m) |
Depth To (m) |
Intersected Width (m) |
Gold Value (grams/tonne) |
FAL-DDH-001 | 19.00 | 19.26 | 0.26 | 10.65 |
59.09 | 88.44 | 29.35 | 0.68 | |
Including: | 59.09 | 70.19 | 11.10 | 1.21 |
FAL-DDH-002 | 172.00 | 220.90 | 48.90 | 0.93 |
Including: | 205.14 | 220.90 | 15.76 | 1.65 |
with: | 172.00 | 174.00 | 2.00 | 3.03 |
189.00 | 190.00 | 1.00 | 2.36 | |
205.14 | 208.00 | 2.86 | 3.50 | |
216.00 | 217.00 | 1.00 | 12.1 | |
also: | 13.00 | 13.88 | 0.88 | 1.25 |
50.00 | 55.00 | 5.00 | 0.80 | |
68.00 | 70.00 | 2.00 | 1.10 | |
83.00 | 85.00 | 2.00 | 0.91 | |
287.00 | 288.22 | 1.22 | 2.30 | |
332.00 | 333.00 | 1.00 | 0.93 | |
FAL-DDH-003 | 28.00 | 29.00 | 1.00 | 8.14 |
170.75 | 172.42 | 1.67 | 27.70 | |
179.25 | 180.80 | 1.55 | 0.72 | |
FAL-DDH-004 | 25.00 | 28.00 | 3.00 | 0.84 |
84.00 | 85.00 | 1.00 | 4.16 | |
91.00 | 92.00 | 1.00 | 0.74 | |
142.00 | 143.00 | 1.00 | 1.24 | |
FAL-DDH-005 | 37.00 | 38.00 | 1.00 | 2.64 |
182.30 | 183.30 | 1.00 | 2.09 | |
253.00 | 254.00 | 1.00 | 20.26 | |
FAL-DDH-006 | 163.00 | 164.00 | 1.00 | 0.79 |
FAL-DDH-007 | 2.00 | 3.30 | 1.33 | 1.11 |
85.00 | 92.64 | 7.64 | 0.90 | |
86.25 | 94.00 | 2.93 | 1.94 | |
158.00 | 159.00 | 1.00 | 4.63 | |
FAL-DDH-012 | 86.00 | 112.20 | 26.20 | 0.35 |
Including: | 93.90 | 108.00 | 14.10 | 0.55 |
and: | 93.90 | 101.00 | 7.10 | 0.81 |
FAL-DDH-013 | 147.00 | 148.00 | 1.00 | 5.62 |
FAL-DDH-014 | 73.00 | 138.00 | 65.00 | 0.82 |
Including: | 86.99 | 103.00 | 16.01 | 2.63 |
and: | 112.00 | 138.00 | 26.00 | 1.14 |
No significant gold values were obtained in holes FAL-008, -009, -010,
-011, and -015. True widths of the mineralized intervals have not yet
been determined. All 2011 Falcao exploration results are provided to
Guyana Frontier by Horizonte, and have been reviewed by non-executive
Chairman of Horizonte David J. Hall, EurGeol, fellow of the Society of
Economic Geologists, and a Qualified Person under the standards of
National Instrument 43-101. Mr. Hall has reviewed and approved all
technical disclosure regarding Falcao contained in this news release.
Sample preparation and analyses
HQ drill core is collected in the oxide zone and NQ on passing to fresh
rock. After orientation, the core is split in the oxide zone and cut in
the rock intervals to produce half-core samples on a nominal one-metre
interval. These samples are despatched to the ACME sample preparation
facility in Goiania, Brazil where the drill core is crushed (whole
sample) and then split (500 grams) and pulverized. The resultant pulps
are analyzed at the ACME laboratory in Vancouver, Canada, for gold
(Au), platinum (Pt) and palladium (Pd) using a 50-gram FA assay with AA
finish. Overlimit samples (10 grams/tonne) are re-assayed using a
gravimetric determination. A package of 41 elements including Au is
analyzed using a 15-gram charge and hot four-acid dilution by ICP-MS.
Full QA/QC (quality assurance/quality control) procedures were
implemented, including the insertion of standards, duplicates and
blanks. Check samples representing approximately 5 per cent of all the
samples are checked at another international laboratory for analysis by
FA.
About Horizonte
Horizonte Minerals Plc. is an AIM and TSX listed mineral exploration and
development company focused on nickel and gold projects, principally in
Brazil. Horizonte has two committed major mining partners: Teck
Resources Limited, a major strategic shareholder in the company, and
AngloGold, a joint venture partner on selected projects.
Horizonte’s principal asset is its wholly-owned Araguaia nickel project
located in Pará State in Brazil. In January 2012, Horizonte released an
updated National Instrument 43-101 compliant nickel mineral resource,
which included an Indicated Mineral Resource of 39.3 million tonnes
grading 1.39% nickel together with an Inferred Mineral Resource of 60.9
million tonnes grading 1.22% nickel, both at a 0.95% nickel cut-off.
About Guyana Frontier
Guyana Frontier is a TSXV-listed public mineral exploration company
focused on the exploration, discovery and development of precious
metals deposits in Guyana and Brazil, South America. Guyana Frontier
began acquiring interests in Guyanese exploration properties in 2007,
and now holds various rights to obtain working interests in
approximately 247,243 acres (100,058 hectares) of prospective lands in
Guyana.
Guyana Frontier’s primary goal is to develop a significant gold resource
at the Marudi Mountain Gold Project, and to explore its other projects
in Guyana and Brazil with joint venture partners.
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.
Forward Looking Statements
This release contains “forward-looking statements” within the meaning of
applicable Canadian securities legislation, including predictions,
projections and forecasts. Forward-looking statements include, but are
not limited to, statements that address activities, events or
developments that Guyana Frontier expects or anticipates will or may
occur in the future, including such things as the closing of the
Acquisition Transaction, the acquisition by Guyana Frontier of an
interest in the Project, Guyana Frontier’s future exploration
activities and the growth of Guyana Frontier’s businesses and general
operations and plans.
Often, but not always, forward-looking statements can be identified by
the use of words such as “plans”, “planning”, “planned”, “expects” or
“looking forward”, “does not expect”, “continues”, “scheduled”,
“estimates”, “forecasts”, “intends”, “potential”, “anticipates”, “does
not anticipate”, or “belief”, or describes a “goal”, or variation 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.
Forward-looking statements are based on a number of material factors and
assumptions, including the completion of various conditions precedent
to the closing of the Acquisition Transaction, such as receipt of all
regulatory approvals, including that of the TSX Venture Exchange, and
receipt of the approval of Guyana Frontier’s shareholders. Although
Guyana Frontier has attempted to identify important factors that could
cause actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Guyana Frontier does not assume the
obligation to revise or update these forward-looking statements after
the date of this document or to revise them to reflect the occurrence
of future unanticipated events, except as may be required under
applicable securities laws.
SOURCE Guyana Frontier Mining Corp.
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