Cliffmont announces closing of San Luis Property acquisition and completion of private placement
February 27 2012 - 9:52PM
PR Newswire (Canada)
VANCOUVER, Feb. 28, 2012 /CNW/ - Cliffmont Resources Ltd. (the
"Company") is pleased to announce that it has closed its
acquisition (the "Acquisition") of all of the issued and
outstanding shares of Tarana Resources S.A. ("Tarana"). Tarana is
the indirect owner of a mineral exploration license which covers
2,623 hectares (the "San Luis Property"), located in Palermo, Huila
in Colombia. "We are very pleased to have closed the acquisition of
the San Luis gold project in Colombia and look forward to starting
an aggressive exploration program and continuing to work with the
local communities. The company will focus on exploration and
evaluating the potential of multiple targets in this historical
mining district," stated Jeff Tindale, President and CEO. As
consideration for the acquisition of all of the outstanding shares
of Tarana, the Company has issued an aggregate of 10,000,000 common
shares (the "Payment Shares") of the Company to the vendors, who
are all at arm's length to the Company. In addition, the
Company has agreed to make cash payments to the vendors of an
aggregate of $2,000,000 over a period of two years, of which
$600,000 has been paid, and incur expenditures of an aggregate of
$2,000,000 on the San Luis Property also over a two year
period. In addition, The Company has also agreed to issue to
the vendors one additional common share for each one ounce of gold
or gold equivalent (using a historical three year average of
applicable metal prices) which is identified as proven or probable
mineral reserves (as such terms are defined in National Instrument
43-101 ("NI 43-101")) on the San Luis Property in a NI 43-101
compliant technical report, subject to the issuance of a maximum of
10,000,000 common shares of the Company. All of the Payment
Shares are subject to a Tier 2 Value Security Escrow Agreement and
an aggregate of 605,934 common shares which are beneficially owned
or controlled by directors and officers of the Company are subject
to a Tier 1 Value Security Escrow Agreement. Pursuant to a finder's
fee agreement, the Company has also issued an aggregate of 500,000
common shares (the "Finder's Shares") of the Company to an arm's
length third party, as a finder's fee in connection with the
Acquisition. The Company has also completed the balance of a part
and parcel non-brokered private placement announced by the Company
on October 3, 2011 issuing an aggregate of 1,875,000 units (the
"Units") at a price of $0.40 per Unit for gross proceeds of
$750,000. Each Unit consists of one common share (a "Unit Share")
of the Company and one non-transferable common share purchase
warrant (a "Warrant"). Each Warrant entitles the holder to
subscribe for one additional common share at an exercise price of
$0.60 per share until February 28, 2014. No commissions or finder's
fees were paid in relation to the private placement. The
proceeds of the private placement will be used in conjunction with
the Acquisition as announced on October 3, 2011. The Payment
Shares, the Finder's Shares and the Unit Shares and the Warrants
comprised of the Units are all subject to a four month hold period
expiring on June 29, 2012. A copy of the NI 43-101 Technical Report
was prepared by Discovery Consultants and can be accessed under the
Company's profile on SEDAR (www.sedar.com or at the Company's
website: www.cliffmontresources.com. ON BEHALF OF THE BOARD "Jeff
Tindale" Jeff Tindale, President and CEO About Cliffmont Cliffmont
Resources is a publicly-listed Vancouver-based mineral exploration
company focused on advancing and developing exploration projects in
Colombia. Cliffmont is located in the Department of Huila, a
prolific historical mining area in central Colombia and has 100%
ownership in the San Luis Project, comprising a 2,623 hectare
tenement. The San Luis project includes principal targets of
gold-silver bearing quartz veins while exploring for mineralization
in stockwork, hydrothermal breccias, and gold and gold-copper
porphyry. The San Luis district is mining friendly and is
supported with a comprehensive infrastructure network. Cliffmont
has assembled a strong management team while implementing ongoing
community and social initiatives. Forward Looking Statements. This
Company news release contains certain "forward-looking" statements
and information relating to the Company that are based on the
beliefs of the Company's management as well as assumptions made by
and information currently available to the Company's management.
Such statements reflect the current risks, uncertainties and
assumptions related to certain factors including, without
limitations, competitive factors, general economic conditions,
customer relations, relationships with vendors and strategic
partners, the interest rate environment, governmental regulation
and supervision, seasonality, technological change, changes in
industry practices, and one-time events. Should any one or
more of these risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary
materially from those described herein. Neither 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.
Cliffmont Resources Ltd. CONTACT: Telephone: (604)
568-6894Facsimile: (604) 568-6834Website:
www.cliffmontresources.comEmail: info@cliffmontresources.com
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