Emperor Metals concludes agreement to transfer debt and security interests on certain mining properties to Emperor Metals

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Edmonton, Alberta – (Newsfile Corp. – December 2, 2021) – Emperor Metals Inc.(CSE: AUOZ) (the “Society” Where “Emperor’s metals“) – the Company is pleased to announce that it has entered into a binding letter of understanding on November 30, 2021 (the”Assignment agreement“) with RIVI Opportunity Fund, LP, and its general partner, RIVI Capital, LLC (collectively,”RIVI“) to acquire all of the debt payable by Golden Dawn Minerals Inc. (“GDM“) to RIVI for loan advances from RIVI to GDM now totaling more than $ 8,183,804, plus accrued interest and other additional charges (the”GDM’s debt“). RIVI has made loans to GDM for the development of GDM’s Lexington and Golden Crown mining properties located in British Columbia (the”Mining properties“) pursuant to a gold purchase contract dated December 23, 2016, as amended and certain promissory notes.Security documents“), including a mortgage on the underground rights of part of the mining properties, a mortgage on the surface rights of part of the mining properties, a general security agreement on the whole of GDM’s company (including including all its other properties), and guarantees of GDM’s debt by GDM’s two subsidiaries.

GDM currently holds the mineral rights to over 300 Crown claims, legacy mining claims, mining leases and regular mining claims totaling over 15,000 hectares (38,000 acres) in the Greenwood Copper-Gold district of south-central China. British Columbia, including Lexington and the Golden Crown mining properties, as well as the Zip Mill plant and fully licensed tailings facility. GDM lands are centered in the Greenwood area at the northern end of the Republic and Toroda grabens, which are home to many historic and recent production mines in and around the grabens, including epithermal deposits of ‘gold-silver and copper-gold-silver and gold-silver skarns which collectively produced over 7 million ounces of gold, 25 million ounces of silver and 600 million pounds of copper (Dufresne et Banas, 2013). A part of this historical production comes from GDM lands, but a large part of the historical production comes from lands not belonging to GDM.

The mineral resources were reported by GDM under its SEDAR profile, in a preliminary economic assessment report dated May 5, 2017 and filed on SEDAR on June 19, 2017 (Cowley et al., 2017) on behalf of GDM for Lexington, Golden Crown and deadwood deposits as follows:

TABLE 1.1
ESTIMATE OF THE MINERAL RESOURCES OF THE LEXINGTON-GRENOBLE DEPT
CUT-OFF 3.50 G / T AUEQ
Classification Tons At g / t % cu AuEq g / t AuEq ounces
Measure 58,000 6.98 1.10 8.63 16,100
Indicated 314,000 6.38 1.04 7.94 80,200
Measured and Indicated 372,000 6.47 1.05 8.05 96,300
Inferred 12,000 4.42 1.03 5.96 2,300
TABLE 1.2
ESTIMATE OF THE MINERAL RESOURCES OF THE DEPT OF THE GOLD CROWN
CUT-OFF 3.50 G / T AUEQ
Classification Tons At g / t % cu AuEq g / t AuEq oz
Indicated 163,000 11.09 0.56 11.93 62,500
Inferred 42,000 9.04 0.43 9.68 13,100
TABLE 1.3
ESTIMATE OF THE LIMITED MINERAL RESOURCES IN THE DEPTH TIMBER PIT
Cut-off value 0.4 g / t Au
Classification Tons At g / t % cu AuEq g / t AuEq oz
Inferred 874,000 0.66 None 0.66 18,500

(1) Mineral resources that are not mineral reserves have not demonstrated their economic viability. The estimate of mineral resources can be materially affected by environmental, licensing, legal, title, fiscal, socio-political, marketing or other issues. It should be noted that no specific problem has yet been identified.
(2) The Inferred Mineral Resource in this estimate has a lower confidence level than that applied to an Indicated Mineral Resource and should not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
(3) The mineral resources in this report have been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Standards, Definitions and Guidelines on Mineral Resources and Reserves prepared by the Committee. ICM standing on reserve definitions and adopted by the ICM Council.
(4) The underground mineral resource cut-off grade of 3.5 g / t AuEq for Lexington and Golden Crown was derived from the approximate two-year gold price of April 30/17 of US $ 1,200 / oz and the price Cu of US $ 2.50 / lb, US $ / C $ exchange rate of 0.80, 90% and 85% of respective recoveries from the Au and Cu processes, process cost of CA $ 35 / t, cost extraction of C $ 75 / t and G&A cost of C $ 30 / t. AuEq g / t = Au g / t + (Cu% x 1.5)
(5) The open pit mineral resource cut-off grade of 0.4 g / t Au for Deadwood was derived from the approximate two-year average gold price of April 30/17 of US $ 1,200 / oz. recovery, C $ 13 / t processing cost, C $ 3 surface mining and C $ 5 administration and management costs.

The above mineral resources are considered historic as they are over 3 years old and, to the Emperor’s knowledge, have not been updated. The above terms are used as defined in the definitions of the CIM standard.

A Qualified Person has not done enough work to classify historical estimates as current mineral resources, they should not be considered current mineral resources, and Emperor does not treat historical estimates as current mineral resources, but they are considered relevant and reliable, depending on their source. Confirmatory drilling and pyrotechnic analyzes would be necessary to verify these historical estimates.

The Lexington – Grenoble underground mine has been dewatered, partially rehabilitated and has been approved for mining and reclamation, but is currently undergoing servicing and maintenance. The Greenwood plant (aka “Zip Mill”) and tailings facility have been approved to operate at 200 tonnes per day and are currently undergoing upkeep and maintenance (Cowley et al., 2017) .

In accordance with the Assignment Agreement, RIVI will assign the GDM Debt and the Guarantee Documents to the Company (the “Mission“) within 15 days of acceptance of the Assignment Agreement by the Canadian Securities Exchange (the”To exchange“), the date of this Assignment being”Assignment date“.

After the date of transfer, Emperor Metals will use commercially reasonable efforts to enforce and prosecute security documents, in order to obtain possession of all GDM mining properties, whether through negotiations with GDM or through litigation. In addition, the Company proposes to complete an equity financing in order to raise at least $ 2.0 million (the “”Funding“) according to terms to be announced.

The closing of the transaction (the “Closing“) is subject to the fulfillment of certain conditions precedent, in particular:

(a) The realization of the Financing;
(b) Emperor Metals having obtained possession of the mining properties, free and clear of all financial charges, privileges or debts; and
(c) Acceptance of the transaction by the Exchange.

Closing will take place on the date that falls within five (5) business days after all conditions precedent set forth in the Assignment Agreement have been satisfied. The transaction is subject to material conditions, and there can be no assurance that all conditions precedent will be met and that the transaction will be completed as proposed or not at all.

About Empereur Métaux Inc.

Emperor Metals Inc. is a mineral exploration company focused on mineral exploration in Canada and proof of the potential of Pine Grove and other early stage gold projects located near the Hemlo gold mine in the western part of the prolific Wawa-Abitibi gold belt of Ontario, Canada.

ON BEHALF OF THE BOARD OF DIRECTORS

s / “Alex Horsley”
Alex horsley,
Chief Executive Officer

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS MADE AND THE INFORMATION CONTAINED HEREIN MAY CONSTITUTE “FORWARD-LOOKING INFORMATION” AND “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF APPLICABLE CANADA AND UNITED STATES SECURITIES LAWS. THESE STATEMENTS AND INFORMATION ARE BASED ON FACTS CURRENTLY AVAILABLE TO THE COMPANY AND THERE IS NO GUARANTEE THAT ACTUAL RESULTS WILL MEET MANAGEMENT’S EXPECTATIONS. FORWARD-LOOKING STATEMENTS AND INFORMATION MAY BE IDENTIFIED BY WORDS SUCH AS “WILL”.

THE FORWARD-LOOKING STATEMENTS AND INFORMATION CONTAINED HEREIN ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS CONCERNING, AMONG OTHER THINGS, THE ESTIMATE OF MINERAL RESOURCES AND RESERVES, THE PERFORMANCE OF ESTIMATES OF RESOURCES AND RESERVES, METAL PRICES, EXPLORATION AND DEVELOPMENT ESTIMATE AND ESTIMATE, INVESTMENT AND OPERATING COSTS, AVAILABILITY OF FUNDING, RECEPTION OF REGULATORY APPROVALS, ENVIRONMENTAL RISKS, TITLE DISPUTES AND OTHER MATTERS. ALTHOUGH THE COMPANY CONSIDERS THAT ITS ASSUMPTIONS ARE REASONABLE AS OF THE DATE HEREUNDER, FORWARD-LOOKING STATEMENTS AND INFORMATION ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND READERS SHOULD NOT ATTEMPT TO SUBJECT TO SUCH STATEMENTS BECAUSE THE RESULTS AND THE EVENTS DEFER THAT. THE COMPANY DOES NOT COMMIT TO UPDATE ANY FORWARD-LOOKING STATEMENTS OR INFORMATION EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/106304


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