/NOT FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA/
VANCOUVER, April 8, 2014 /CNW/ - Carolina Capital Corp.
("Carolina") (TSX Venture: CQC) is pleased to announce that it has
signed a non-binding Letter of Intent with IMG Gold Recovery Inc.
("IMG") to form a joint venture whereby Carolina and IMG will build
and operate a precious metals toll mill and recovery
facility. The facility, to be located in BC or the
Yukon, will utilize IMG's
proprietary recovery technologies to extract fine gold, silver and
platinum from concentrates.
Under the LOI, Carolina and IMG will create an operating
subsidiary to be owned equally by Carolina and IMG, subject to
dilution clauses. Carolina will supply the staged operating
capital to purchase the necessary equipment to operate the gold
recovery system budgeted at $750,000.
IMG will provide the licensed technology and expertise to operate
the gold recovery system and identify the sources of
concentrate. Carolina and IMG will jointly manage the
operating subsidiary with equal participation.
CEO Steve Hanson commented, "Fine
gold recovery from concentrate has long been a problem for placer
and alluvial miners. This is an exciting opportunity for the
BC and Yukon mining community
bringing this green technology to the forefront."
Under the terms of the LOI:
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Carolina will provide
a non-refundable $25,000 deposit to IMG on signing of the
LOI.
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b)
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Carolina will provide
a further $550,000 in two separate releases, 30 days apart, to BC
NEWCO upon completion of all of the following by Carolina and
IMG:
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i.
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To be completed by
Carolina
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i.
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a Definitive
Agreement,
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ii.
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completion of a TSX
Venture Exchange approved private placement financing in an amount
not less than $750,000, and
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approval of the
Definitive Agreement by the TSX Venture Exchange.
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ii.
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To be completed by
IMG:
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i.
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Identify a minimum of
5,000 tonnes of black sand concentrate at target grades not less
than 30 grams per tonne gold which should be sufficient to run the
processing plant for one year at a rate of 25 tonnes per
day,
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complete an
independently verified bulk test of not less than 5 tonnes of black
sand concentrate,
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Identify the site for
a processing facility in either British Columbia or the
Yukon,
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provide budgets for
use of proceeds and annual operating proformas and cash flow
projections to be approved by the operating committee of BC
NEWCO.
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c)
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Carolina will provide
a further $175,000 approximately 90 days after TSX Venture Exchange
approval provided BC NEWCO has reached the following
milestones:
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i.
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completion of the
processing facility,
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completion of
start-up tests for processing facility and circuit through
processing of first 50 tonnes of black sand concentrate,
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iii.
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delivery of the first
1,000 tonnes of concentrate to processing facility, and
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process a minimum of
50 tonnes of black sand.
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d)
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IMG and Carolina
agree that BC NEWCO will distribute the first $750,000 of Net
Revenue exclusively to Carolina after distribution of payments to
the black sand feed supplier, then immediately distribute 62.5% of
the Net Revenue to Carolina and 37.5% of Net Revenue to IMG, after
distribution of payments to the black sand feed supplier, until
such time Carolina has received $2,225,000 in total. For clarity
that is ($2,225,000 - $750,000 = $1,475,000). From that point
forward, BC NEWCO will distribute Net Revenue, after black sand
feed supplier payments, on an equal 50% Carolina 50% IMG
basis.
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e)
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If further cash calls
are required by the operating subsidiary, these funds will be
provided on an equal 50% Carolina – 50% IMG basis. In the event one
of the partners chooses not to meet the cash call, due either to
choice or lack of financial ability, their percentage ownership
will be diluted in the favor of the other partner by a
predetermined formula.
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Carolina will have an exclusive right to complete the LOI terms
for 90 days after the execution of the LOI. The LOI may be
extended upon mutual agreement of both parties in writing.
ON BEHALF OF THE BOARD:
"Steve Hanson"
Steve Hanson
CEO
Neither the TSX Venture Exchange Inc. 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.
SOURCE Carolina Capital Corp.