GFG Resources Inc. (TSXV: GFG) (OTCQB: GFGSF)
(“
GFG” or the “
Company”)
announces the signing of a definitive agreement (the
“
Agreement”) for the sale of its 100% owned
Rattlesnake Hills Gold Project (the “
Project”)
to Patriot Gold Vault Ltd., (“
Patriot”).
Under the terms of the Agreement, Patriot will pay GFG an aggregate
consideration of approximately C$3.3 million (the
“
Transaction”). GFG and Patriot had previously
announced the signing of a letter of intent
(“
LOI”) on May 9, 2024 (see press release: “GFG
Signs Binding LOI with Patriot Gold to Sell its Rattlesnake Hills
Gold Project”).
Transaction TermsPatriot will
acquire a 100% interest in the Project on the following terms:
- Cash payment of
C$250,000 to GFG on signing of the binding LOI (complete);
- Cash payment of
C$250,000 to GFG upon the execution and delivery of a definitive
agreement (pending);
- On closing of
the Transaction, Patriot will:
- Make a cash
payment of C$1,200,000 to GFG; and
- Issue to GFG the
greater of 3,000,000 common shares of Patriot (the
“Consideration Shares”) or $600,000 in value of
Consideration Shares based on the volume weighted average trading
price of the Consideration Shares for the 20 trading days
immediately preceding the Closing Date, or in the event that
Patriot is not listed, the value of the Consideration Shares shall
be determined by the last financing price of the Patriot shares
sold to arm’s length investors to Patriot; and
- On the date that
is 12 months following the Closing Date, Patriot will pay to GFG a
cash payment of C$1,000,000.
Additional Terms
- On closing of
the Transaction, Patriot will replace the US$219,000 reclamation
bond for the Project, which in turn GFG will recoup.
- If a National
Instrument 43-101 resource estimate in the Project reveal a mineral
resource of greater than 3,000,000 ounces of gold in a Measured and
Indicated or Inferred category, Patriot will pay to GFG a further
C$1 per total mineral resource ounce in cash or common shares of
Patriot, at the election of Patriot.
- Patriot shall
reimburse GFG and cover all costs and expenses relating to the
Project incurred from the date of the signed LOI to the Closing
Date.
The closing of the Transaction is expected to
occur on or about 120 days following today’s date.
About The Rattlesnake Hills Gold
ProjectThe Rattlesnake Hills Gold Project is a
district-scale gold exploration project located in central Wyoming,
approximately 100 kilometres southwest of Casper. Geologically, the
Project is centrally located within a roughly 1,500-kilometre-long
belt of alkalic intrusive complexes that occur along the eastern
side of the Rocky Mountains from Montana to New Mexico, several of
which are associated with multiple gold deposits.
The Project has approximately 100,000 metres
(“m”) of historic drilling which has outlined three significant
zones of alteration and precious metal mineralization that are
associated with Eocene age alkalic intrusions at North Stock,
Antelope Basin and Blackjack. The majority of the drilling has
focused on near-surface, open pit mineralization in the North Stock
and Antelope Basin deposits with highlights that include
intercepts(1) of 1.85 grams of gold per tonne (g/t Au) over 236.2 m
hole length; 4.20 g/t Au over 77.7 m hole length; 2.08 g/t Au over
150.9 m hole length and 0.82 g/t Au over 99.1 m hole length. In
addition to the outlined zones of mineralization, the Company
believes that the district is highly prospective and has outlined
several kilometre-scale greenfield targets that have never been
drill tested. These greenfield targets were generated from the
Company’s geophysical and geochemical programs and host strong
similarities to the North Stock and Antelope Basin systems.
(1) Gold intervals reported are based on a 0.20
g/t or 0.50 g/t Au cutoff. Weighted averaging has been used to
calculate all reported intervals. True widths are estimated at
60-100% of drilled thicknesses.
About Patriot Gold Vault
Ltd.Patriot Gold Vault is a gold mineral resource
aggregator whose principal activity is to acquire high quality
resource-ready gold assets in Tier 1 jurisdictions. Led by a team
of proven technical and financial mining executives, Patriot will
focus on increasing asset resources via drilling in Phase 1 and
profitably divesting of its assets in Phase 2.
About GFG Resources Inc. GFG is
a North American precious metals exploration company focused on
district scale gold projects in tier one mining jurisdictions,
Ontario and Wyoming. In Ontario, the Company operates three gold
projects, each large and highly prospective gold properties within
the prolific gold district of Timmins, Ontario, Canada. The
projects have similar geological settings that host most of the
gold deposits found in the Timmins Gold Camp which have produced
over 70 million ounces of gold. The Company also owns 100% of the
Rattlesnake Hills Gold Project, a district scale gold exploration
project located approximately 100 km southwest of Casper, Wyoming,
U.S.
For further information, please contact: Brian
Skanderbeg, President & CEOor Marc Lepage, Vice President,
Business Development Phone: (306) 931-0930 Email:
info@gfgresources.comWebsite: www.gfgresources.com
Stay Connected with UsTwitter:
@gfgresourcesLinkedIn:
https://www.linkedin.com/company/gfgresources/Facebook:
https://www.facebook.com/GFGResourcesInc/
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.
CAUTION REGARDING FORWARD-LOOKING
INFORMATION
All statements, other than statements of
historical fact, contained in this news release constitute
“forward-looking information” within the meaning of applicable
Canadian securities laws and “forward-looking statements” within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 (referred to herein as “forward-looking
statements”). Forward-looking statements include, but are not
limited to, disclosure regarding possible events, the Agreement and
proposed activities thereunder (the “Transaction”), exploration
plans for the Project and expected results, conditions or financial
performance that is based on assumptions about future economic
conditions and courses of action; planned use of proceeds,
expenditures and budgets and the execution thereof. Generally,
these forward-looking statements can be identified by the use of
forward-looking terminology such as “plans”, “expects” or “does not
expect”, “is expected”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate” or
“believes”, or the negative connotation thereof or variations of
such words and phrases or state that certain actions, events or
results, “may”, “could”, “would”, “will”, “might” or “will be
taken”, “occur” or “be achieved” or the negative connotation
thereof.
All forward-looking statements are based on
various assumptions, including, without limitation, the
expectations and beliefs of management, the assumed long-term price
of gold, that the current exploration and other objectives
concerning its mineral projects can be achieved and that its other
corporate activities will proceed as expected; that the current
price and demand for gold will be sustained or will improve; the
continuity of the price of gold and other metals, economic and
political conditions and operations; that all conditions precedent
to the Transaction, including requisite regulatory approval will be
fulfilled in a timely manner and on acceptable terms; and that
general business and economic conditions will not change in a
materially adverse manner.
Forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of GFG to be materially different from those expressed or implied
by such forward-looking statements, including but not limited to:
risks and uncertainties related to the Transaction not being
completed in the event that any of the conditions precedent thereto
are not satisfied; actual results of current exploration
activities; environmental risks; future prices of gold; operating
risks; accidents, labour issues and other risks of the mining
industry; delays in obtaining government approvals or financing;
and other risks and uncertainties. These risks and uncertainties
are not, and should not be construed as being, exhaustive.
Although GFG has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. In addition,
forward-looking statements are provided solely for the purpose of
providing information about management’s current expectations and
plans and allowing investors and others to get a better
understanding of our operating environment. Accordingly, readers
should not place undue reliance on forward-looking statements.
Forward-looking statements in this news release
are made as of the date hereof and GFG assume no obligation to
update any forward-looking statements, except as required by
applicable laws.
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