Telson signs binding Letter of Intent for the initial 51% interest acquisition of the Realito Project, a very near term gold and silver production opportunity

Telson signs binding Letter of Intent for the initial 51% interest acquisition of the Realito Project, a very near term gold and silver production opportunity

Canada NewsWire

VANCOUVER, April 12, 2013 /CNW/ – Telson Resources Inc. (TSX Venture –
TSN) (“Telson” or the “Company“) is pleased to report that its wholly-owned Mexican subsidiary,
Samarkand de Mexico S.A. de C.V. (“Samarkand“) has entered into a “CONTRATO DE PROMESA”, the Mexican equivalent of a
Canadian Letter of Intent, with Minera Hestgold S.A. de C.V. (“Hestgold“) (the “Agreement“). The Agreement outlines the major terms and conditions whereby
Samarkand and Hestgold intend to develop and operate the El Realito
Project (the “Realito Project”), an open pit mining facility located near Culiacan, the capital city
of Sinaloa, Mexico.

Project Description
The Realito Project mining and processing facility is accessible via
45km of paved highway, plus 15km of gravel road north-northeast from
the City of Culiacan. The Realito Project is a low sulfidation
epithermal gold-silver deposit that consists of several mineralized
structures hosted within igneous rocks. The most explored and main
structure, El Realito, has been traced over 4km of strike length and
extensively exposed along approximately 1.5km of that strike length on
mineralized zones stripped of overburden in preparation of surface
mining. The El Realito structure has been sampled on the surface and
tested with at least ten widely spaced diamond drill holes. Tables
presenting this historic data are available for viewing on the
Company’s website http://www.telsonresources.com/elrealitoproject/historical-data.html

A historic potentially open pittable resource was calculated in a report
dated February 8th, 2008 (the “Historical Resource Report”), prepared by Mexican
geological engineer, Ezael Martin Rocha Turrubiates (“Turrubiates”).
Senor Turrubiates graduated in 1968 from “Instituto Politecnico
Nacional”, The National Polytechnic Institute in Mexico DF, with a
professional certificate issued by the “Direccion General de
Profesiones”.

The Historical Resource Report calculates a resource, in all resource
categories, of 1,461,099 tonnes at 2.918 g/t gold and 11.46 g/t
silver. Please see the table below for details of the resource.

Category Tonnage Grade (gr/ton)
Calculated Adjusted Au Ag
Proven 569,783 472,012 3.505 15.04
Probable 601,080 406,336 3.119 12.55
Possible 265,399 132,700 2.703 10.76
Indicated 900,101 450,051 2.183 6.94
Totals 2,336,363 1,461,099 2.918 11.46

As the historic resource has been calculated on the basis of widely
spaced drill holes, underground and surface sampling, Telson cautions
that readers should not place undue reliance on same. Telson advises
that considerable in-fill drilling, assaying and QA/QC work would be
required to verify the resource as current. No Qualified Person has
done sufficient work to classify the historical estimate as a current
mineral resource and Telson is not treating the historical estimate as
a current resource or reserve.

The Realito Project has a mining and processing facility on site,
financed and installed by Hestgold, capable of processing up to 300
tonnes per day by ball mill processing and gravity precious
metal separation. The crushing circuit has an over capacity of up to
800 tonnes per day, in anticipation of transitioning to heap leach
operations in the future. The processing facility is not yet
operational, requiring additional work to complete the final
installation, which work is estimated to take up to six months to
complete, at an estimated budget of US $1.3 million.

The Realito Project is fully permitted with a
mining environmental permit and change of use of soil permit granted by
Proteccion Ambiental Y Recursos Naturales, (MIA Oficio #
SG/145/2.1.1/0560/08) dated November 5, 2008) and Cambio De Uso De
Suelo de Terrenos Forestales, Oficio # SG/145/2.2/0843/08/ dated
October 24 2008.

The Realito Project also holds a Surface Rights Agreement with the local
Ejido Organization, Ejido de “Bagresitos” entered into February 14,
2004
, having a term of 30 years.

Agreement Terms

1. Under the terms of the Agreement, Hestgold and Samarkand intend to form
a new private Mexican company (“Newco”) to hold title to all of the
Realito Project concessions and mining equipment, including the
processing plant, as described above. Newco will fund and direct the
development of the Realito Project.
a) Initial ownership interest in Newco is to be 51% Telson – 49% Hestgold.
b) Telson, through Samarkand, will invest, on a secured loan basis, up to
an initial USD$2 million into Newco, and will be issued redeemable
preferred shares (the “Investment“). Hestgold and Telson will agree on a payment schedule to repay the
Investment by redeeming the preferred shares, based on cash flow from
production. USD $1.5 million of the Investment will be made available
for the Realito Project development to finish construction of the
milling facility and commence commercial production, and USD$500,000 of
the Investment will be paid to Hestgold and used to payout Hestgold’s
most urgent high interest liabilities, as identified on a schedule to
be prepared by Hestgold and approved by Telson.
2. Hestgold will transfer 100% of the Realito Project concessions and the
mining facility equipment into Newco at a value to be agreed upon. This
value would be a combination of the investment recorded on Hestgold’s
books that can be verified (the “Verifiable Investment“), plus a reasonable amount of investment to be agreed upon by Telson
and Hestgold (the “Good Will“), plus the value of all surface equipment and milling equipment (the “Equipment“). It is the intention of Hestgold and Telson that the combination of
the values of the Verifiable Investment, the Good Will, and the
Equipment (the “Hestgold Project Investment“) would be equal, or close to the total investment that Hestgold has
made in the Realito Project to date. It is anticipated,
as represented by Hestgold, that the total value of the Hestgold
Project Investment will be between USD $7 million to USD $10 million.
a) Newco will issue redeemable preferred shares to Hestgold having a value
based on the Hestgold Project Investment, in return for Hestgold
transferring 100% ownership of the concession and assets described
above. Hestgold and Telson will agree on a payment schedule to repay
the Hestgold Project Investment by redeeming the preferred shares,
based on cash flow from production.
b) The USD$500,000 payment from Newco to Hestgold outlined in 1b, when paid
out of Newco, will be treated as a return of investment capital to
Hestgold, and will reduce the amounts to be recorded as the Hestgold
Project Investment.

Future Development for Mill Expansion and/or Heap Leach
Telson shall have the right to contribute additional funding to Newco in
order to explore and develop the Realito Project, with the goal of
outlining a resource of sufficient quantity to support either a gravity
mill expansion or heap leach operation. For each USD $2,500,000 funded,
Telson shall earn an additional 4.75% stake in Newco, such that upon
funding an additional USD $10 million, Telson will own a cumulative
total of 70% of Newco. If Telson fails to invest an amount equal to the
Hestgold Project Investment at the end of three years from the date of
formation of Newco, Telson’s cumulative interest in Newco shall be
reduced on a prorated basis, but at no time or under any circumstances
will Telson’s interest in Newco be reduced to less than 25%.

“In these difficult times for the junior mining sector, I am very
pleased to present to Telson shareholders and investors this
opportunity for Telson to fund and participate in the Realito Project,
thereby securing a significant interest in a project that we hope can
be developed to a production situation relatively quickly and cost
effectively.” states Ralph Shearing, President and CEO of Telson, “If
we are successful in securing initial funding for this project, we hope
to have the mill operating within six months and thereby advance from
an exploration and development company to a small scale gold producer.
We note that a feasibility study has not been completed and there is no
certainty the proposed operations will be economically viable.” “We
consider that the Realito Project will complement our advanced
Tahuehueto Project, located in the prolific Sierra Madre Mineral Belt”.

Previous Funding Agreements
Hestgold has advised Telson that it entered into two funding agreements,
the first, on October 26th, 2010 and amended on December 22nd, 2010;
and the second on June 21st, 2011. Both of these agreements contemplated that funding would be
provided to Hestgold and/or the Realito Project in a timely manner in
order to allow the construction of a mill processing facility. Hestgold
has represented that its previous funding partners are in default of
their respective agreements, however, until such time as those
agreements are mutually cancelled, renegotiated or terminated by
Hestgold, there remains a contingent liability of Hestgold to the
respective parties in the amount of approximately USD $1,800,000.
Due Diligence
Samarkand and Telson have 45 days within which to conduct further due
diligence investigations and make a decision on whether to proceed
based on such investigations. Samarkand has already conducted extensive
due diligence on the Realito Project and Hestgold, however completion
of the transaction is subject to a number of conditions, including but
not limited to satisfaction with final due diligence and TSX Venture
Exchange acceptance. There can be no assurance that the transaction
will proceed and be completed as proposed or at all.

The proposed transaction is subject to the acceptance of the TSX Venture
Exchange.

For further information please contact the Company directly or visit the
Company’s web site at the address noted below.

This press release was prepared by Ralph Shearing, P.Geol, a qualified
person as defined under NI 43-101

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) “Ralph Shearing
______________________________________

Ralph Shearing, Chief Executive Officer

“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.”

WARNING: The Company relies upon litigation protection for
“forward-looking” statements. This News Release may contain
forward-looking statements including but not limited to comments
regarding the timing and content of up-coming work programs, geological
interpretations, receipt of property titles, potential mineral recovery
processes, etc. Forward-looking statements address future events and
conditions and therefore involve inherent risks and uncertainties.
Actual results may differ materially from those currently anticipated
in such statements. Telson Resources Inc. relies upon litigation
protection for forward-looking statements.

SOURCE Telson Resources Inc.

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