Goldsource Mines and Eagle Mountain Execute Amending Agreement with Omai Gold Mines Ltd, a Subsidiary of IAMGOLD Corporation
March 06 2014 - 7:00AM
Marketwired
Goldsource Mines and Eagle Mountain Execute Amending Agreement with
Omai Gold Mines Ltd, a Subsidiary of IAMGOLD Corporation
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 6, 2014) - As a
condition to the recent business combination ("Business
Combination") of Goldsource Mines Inc.
(TSX-VENTURE:GXS)(FRANKFURT:G5M) ("Goldsource") and Eagle Mountain
Gold Corp. ("Eagle Mountain") (now a wholly owned subsidiary of
Goldsource) the parties have executed an Amendment Agreement (the
"Amendment Agreement") with Omai Gold Mines Ltd. ("OGML"), a 95%
owned subsidiary of IAMGOLD Corporation ("IAMGOLD") with respect to
the Eagle Mountain Gold Property (the "Property") in Guyana. Eagle
Mountain owns 100% of the Eagle Mountain Gold Property. The
Amendment Agreement makes several major changes to the terms of the
existing agreement (the "Original Agreement"), dated January 16,
2012. Certain cash and/or common share payments to OGML by Eagle
Mountain set out in the Original Agreement and based on effective
commencement of commercial production on the Property and the
granting of a Mining License by Guyana Geology and Mines Commission
("GGMC") have now been deferred and are triggered by different
events as described below.
Summary of Amending
Terms
- Following the closing of the Business Combination announced on
March 3, 2014, Goldsource has agreed to issue to OGML 3,389,279
common shares subject to TSX Venture Exchange approval, resulting
in OGML holding 8% of the outstanding shares of Goldsource.
- Goldsource shall pay OGML, $3,025,500.94 ("Initial Payment") in
cash or, at Goldsource's option in common shares of Goldsource, at
a price per share equal to a five percent (5%) discount to the
Volume Weighted Average Price ("VWAP") of Goldsource's common
shares for the twenty trading days prior to issuance, upon the
earlier of:
- If average market price of gold is $1,400/oz. or higher upon
achieving total production of 40,000 ounces of gold, then the
Initial Payment is due 90 days after 40,000 ounces have been
produced, otherwise payment to be made 90 days after 50,000 ounces
produced from the Property, or
- Ninety days after having completed one year of gold production
under a large scale Mining License issued by the GGMC, or
- Five days after the date on which the 20-day VWAP of Goldsource
exceeds $0.75 per share (CAD), provided such date is not earlier
than March 1, 2015.
- Goldsource shall pay OGML, an additional $5,000,000 ("Final
Payment") in cash or at Goldsource's option, $2,500,000 cash and
$2,500,000 in common shares of Goldsource, at a price per share
equal to a five percent (5%) discount to the 20-day VWAP of
Goldsource's common shares. The Final Payment shall be made one
year after the earlier of:
- One year after the payment set out in (b)(1) above has been
made, or
- After having completed one year of gold production under a
large scale Mining License issued by the GGMC.
On February 28, 2014, Goldsource and Eagle Mountain completed
the Business Combination jointly announced on November 26, 2013 and
March 3, 2014. As a result, all of the shareholders of Eagle
Mountain have become shareholders of Goldsource and Eagle Mountain
has become a wholly owned subsidiary of Goldsource. Pursuant to the
Business Combination, each common share of Eagle Mountain has been
exchanged for 0.52763 of a common share of Goldsource. Eagle
Mountain's common shares were delisted from the TSX Venture
Exchange on March 5, 2014, as announced in a TSX Venture Exchange
Bulletin.
Further information on Goldsource, its business and properties,
the Transaction and its Directors and Officers is contained in
Eagle Mountain's Information Circular dated January 24, 2014 filed
on SEDAR and is available on the Goldsource website:
www.goldsourcemines.com.
"Scott Drever" |
"Ioannis (Yannis) Tsitos" |
CEO & Director |
President & Director |
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements"
within the meaning of Canadian securities legislation. Such
forward-looking statements concern Goldsource's anticipated
consolidated results and developments in Goldsource's consolidated
operations in future periods, planned exploration and development
of the Eagle Mountain Gold Project, plans related to its business
and other matters that may occur in the future. These statements
relate to analyses and other information that are based on
expectations of future performance, including silver and gold
production and planned work programs. Statements derived from
mineral resource estimates may also constitute forward--looking
statements to the extent that they involve estimates of the
mineralization that will be encountered if the Eagle Mountain
property is developed.
Forward-looking statements are subject to a variety of known
and unknown risks, uncertainties and other factors which could
cause actual events or results to differ from those expressed or
implied by the forward-looking statements, including, without
limitation: risks related to precious and base metal price
fluctuations; risks related to fluctuations in the currency markets
(particularly the Guyanese dollar, Canadian dollar and United
States dollar); risks related to the inherently dangerous activity
of mining, including conditions or events beyond control of
Goldsource, and operating or technical difficulties in mineral
exploration, development and mining activities; uncertainty in the
Goldsource's ability to raise financing and fund the development of
the Eagle Mountain Gold Project; uncertainty as to actual capital
costs, operating costs, production and economic returns, and
uncertainty that development activities will result in a profitable
mining operation at the Eagle Mountain Gold Project; risks related
to mineral resource figures being estimates based on
interpretations and assumptions; risks related to governmental
regulations and obtaining necessary licenses and permits; risks
related to the business being subject to environmental laws and
regulations; risks relating to inadequate insurance or inability to
obtain insurance; risks related to potential litigation; risks
related to the global economy; risks related to the Eagle Mountain
Gold Project being located in Guyana, including political,
economic, social and regulatory instability. Should one or more of
these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in the forward-looking statements. The
forward-looking statements are based on beliefs, expectations and
opinions of management on the date the statements are made. For the
reasons set forth above, investors should not place undue reliance
on forward-looking statements.
The information provided in this news release is not
intended to be a comprehensive review of all matters and
developments concerning Goldsource and its business combination
with Eagle Mountain. It should be read in conjunction with all
other disclosure documents of the two companies. The information
contained herein is not a substitute for detailed investigation or
analysis.
Neither the
TSX Venture Exchange nor its Regulation Service Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Goldsource Mines Inc.J. Scott DreverCEO+1 (604) 694-1760 / Toll
Free: 1-866-691-1760 (Canada & USA)+1 (604) 694-1761Goldsource
Mines Inc.Ioannis (Yannis) TsitosPresident+1 (604) 694-1760 / Toll
Free: 1-866-691-1760 (Canada & USA)+1 (604) 694-1761Goldsource
Mines Inc.Fred CooperInvestor Relations+1 (604) 694-1760 / Toll
Free: 1-866-691-1760 (Canada & USA)+1 (604)
694-1761info@goldsourcemines.comwww.goldsourcemines.com
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