G4G Resources Signs LOI With Ryan Gold Corp. & Will Conclude a Concurrent Private Placement Following a 10:1 Consolidation of...
January 30 2014 - 1:25PM
Marketwired
G4G Resources Signs LOI With Ryan Gold Corp. and Will Conclude a
Concurrent Private Placement Following a 10:1 Consolidation of Its
Common Shares
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan 30, 2014) - G4G
Resources Ltd. (TSX-VENTURE:GXG) ("G4G" or the "Company") has
entered into a letter of intent ("LOI") with Ryan Gold Corp.
("Ryan") pursuant to which G4G will acquire an option (the
"Option") to earn an undivided 60% interest (the "Interest") in the
ARM property (the "Property") which consists of 544 contiguous
mining claims located in the Whitehorse Mining District east of
Kluane Lake's Talbot Arm, Yukon. G4G will also (i) consolidate its
outstanding common shares (the "Consolidation") pursuant to which
shareholders of G4G shall receive one "new" common share (a
"Post-Consolidation Share") for every 10 common shares previously
held; and (ii) complete a concurrent private placement (the
"Private Placement"), all as further described below.
In order to exercise the Option and thereby acquire the
Interest, G4G must:
(i) issue an aggregate of 400,000 Post-Consolidation Shares to
Ryan upon receipt of TSX Venture Exchange ("TSXV") approval of the
Option;
(ii) make payments to Ryan as set forth below, which payments
may be made in cash or in Post-Consolidation Shares at the option
of G4G:
- CDN$50,000 on the second anniversary of the date of Option
grant (the "Effective Date");
- CDN$75,000 on the third anniversary of the Effective Date;
- CDN$100,000 on the fourth anniversary of the Effective Date;
and
- CDN$150,000 on the fifth anniversary of the Effective Date;
and
(iii) incur total expenditures on the Property in the aggregate
amount of CDN$600,000 over a five year period, of which a firm
commitment of CDN$50,000 must be incurred within the first
year.
The acquisition of the Option is conditional upon execution of a
definitive option agreement and the receipt of TSXV approval.
G4G proposes to effect the Consolidation, following which it
will complete the Private Placement, convert an aggregate of
CDN$165,000 in debt into 3,300,000 Post-Consolidation Shares (the
"Debt Conversion") and acquire the Option, all as further described
below. It is contemplated that the closing of the Private Placement
and the acquisition of the Option will occur simultaneously.
G4G proposes to complete the Consolidation pursuant to which
shareholders of G4G would receive one Post-Consolidation Share for
every 10 common shares previously held. There are currently an
aggregate of 32,368,251 common shares of G4G issued and
outstanding. Accordingly, it is anticipated that there will be
approximately 3,236,825 Post-Consolidation Shares outstanding
immediately following the Consolidation, and before giving effect
to the Private Placement, Debt Conversion or any Post-Consolidation
Shares issuable in connection with the acquisition of the Option.
Completion of the Consolidation will be subject to the receipt of
shareholder approval and the approval of the TSXV.
The Private Placement shall consist of a non-brokered offering
of up to 13,000,000 Post-Consolidation Shares at a price of
CDN$0.05 per share to raise aggregate gross proceeds of up to
CDN$650,000. The Post-Consolidation Shares will be sold pursuant to
exemptions from prospectus requirements to residents of Canada and
such other jurisdictions as may be determined by G4G. The gross
proceeds of the Private Placement will be used: (i) as to $50,000,
for completion of exploration of the Property; (ii) as to $235,000
to repay current accounts payable; and (iii) as to the balance, for
general and administrative expenses. Ryan intends to purchase up to
3,100,000 Post-Consolidation Shares in the Private Placement.
Completion of each of the Private Placement and Debt Conversion
will be subject to the receipt of TSXV approval.
About the Property
The Property is located on the eastern flank of the Talbot Arm
of Kluane Lake, approximately 25 km from Burwash Landing. A grid of
2,782 soil samples were collected in 2012 over an area of anomalous
ridge and spur samples. Two areas of interest have now been
identified in the grids. The results show that 21.3% or 10 of the
samples returned gold values>100 ppb Au. Of these, 4 samples
registered gold values in excess of 1.0 gpt Au with the highest
being 3.67 gpt Au which came from a dark grey coloured oxidized
specimen of quartzite containing galena, pyrite and pyrrhotite. A
magnetic and radiometric geophysical survey was also flown in
August, 2012, which revealed a complex structural arrangement
within the Property boundaries.
The above scientific and technical disclosure regarding the
Property has been prepared under the supervision of Peter Dadson,
B.Sc., P. Geol., a "qualified person" within the meaning of
National Instrument 43-101.
About G4G Resources
G4G Resources Ltd. is a Canadian-based mineral exploration and
development company.
Forward-Looking Statement
This document may contain or refer to forward-looking
information based on current expectations, including, but not
limited to the availability and timing of applicable shareholder
and regulatory approvals, the availability of financing, the
potential acquisition of the Option, future exploration or project
development programs and the impact on the Company of these events.
Forward-looking information is subject to significant risks and
uncertainties, as actual results may differ materially from
forecasted results. Forward-looking information is provided as of
the date hereof and we assume no responsibility to update or revise
them to reflect new events or circumstances. For a detailed list of
risks and uncertainties, as it relates to G4G Resources Ltd.,
please refer to the Company's 2006 Annual Report filed with SEDAR
on April 30, 2007.
Should you wish to
receive Company news via email, please email ir@g4gresources.com
and specify "G4G News" in the subject line.
NEITHER
TSX-VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT
TERM IS DEFINED IN POLICIES OF THE TSX-VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
G4G Resources Ltd.Basil BothaPresident and
CEO604-602-9868604-602-9867ir@g4gresources.com
(TSXV:GXG)
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