TORONTO, Nov. 7, 2019 /CNW/ - Richmond Minerals Inc.
(TSX-V: RMD) ("Richmond" or
the "Company") announces that it has entered into a
definitive agreement dated November 5,
2019 (the "Agreement") with Silbermine Zeiring GmbH
("Silbermine"), a wholly owned subsidiary of Aurex Biomining
AG ("Aurex"), to purchase a contiguous group of 99 mineral
claim units referred to as the Oberzeiring Polymetallic Mine (the
"Mine") in exchange for 40,000,000 common shares in the
capital stock of Richmond (the
"Transaction"). Aurex, a company incorporated in
Switzerland and the parent company
of Silbermine, is a widely held private corporation. The Mine
claims cover an area of more than 3,000 hectares and are located
near the town of Oberzeiring in the province of Styria,
approximately 80 kilometers north of Graz, Austria.
As described by the Governor of Styria in the Styrian People
Party 750 year Oberzeiring anniversary newsletter (2018),
historically the Mine was one of the largest silver producers in
the eastern Alps region of Europe.
It produced mainly silver and lead but also has reportedly produced
ores rich in gold, copper and zinc, iron sulfides (pyrite,
marcasite) and iron carbonates (siderite, ankerite), and barite (in
the 1950's). Once a flourishing and very active and important
production center for these metals/minerals the town had its own
mining legislation and court, and the rare privilege to mint silver
coins. Oberzeiring has been referred to as the "Mother of
Vienna" as the Habsburg Emperors
used profits generated through mining operations here to help build
the city of Vienna, capitol of
Austria. Emperor Maximilian I
built the castle of Hahnfelden, just outside the Town of
Oberzeiring where he is said to have resided for three months
around the year 1506, to personally supervise dewatering and
reactivation operations for gold & silver mining.
The poly-metallic deposit within the Mine claim area
geologically is part of the "Austro-Alpine Crystalline Complex". It
is a nappe originating from Alpine orogenetic processes that
extends from Graz, Capital of
Styria, westward over several hundred kilometers. The main host
lithologies are ortho- and para-gneiss, micaschist and amphibolite.
The age of these rocks' ranges from early to late Paleozoic.
Structurally two main tectonic NNW to NE – SSE to SE striking
deep-seated structures are present in the region that include the
Pölstal (Valley) Graben Fault and the Lavanttal Fault system. The
Lavanttal Fault has more or less the same strike direction as the
Pölstal Fault and is located about 25 – 30 kilometers further west.
The length of both fault systems along strike is between 100 and
150 kilometers and both are instrumental to ore formation at
Oberzeiring. These structural features serve as prime conduits for
metasomatic to hydrothermal injections of metal-bearing solutions
into local massive marble host rocks.
In the 1960s, the Technical University of Vienna undertook sampling of vein material
throughout the historic Mine workings. Sampled vein material
mineralized with galena at the Mine's West Field underground
workings yielded silver values ranging between 850 and 1,250 g/t.
Samples of vein material mineralized with galena from the Middle
Field underground workings yielded silver values ranging from 832
g/t to 956 g/t silver and 5 g/t gold. In connection with the mining
of barite at the Mine in the 1950s, a sample from the East Field
workings returned 114 g/t gold and 1,106 g/t silver. A sample of
markasite taken in "Klingerbau/Gamsbergzeche" yielded 80 g/t gold,
the analysis done by affineur ÖGUSSA in the year 1963.
It has been estimated that the various adit systems within the
Mine workings have total length in excess of 25 kilometers (The
West Field, The Middle Field, North-East Field, and Zeiring Mining
Areas). These adit systems were dug to a shallow vertical depth of
100 meters or less due to historic limitations of mining below the
local water table. Flooding of mine workings in the early 1360's
caused mining activities to cease and attempts over the last few
centuries to de-water the Mine have proved unsuccessful due to the
inadequate technology available during that time. Consequently,
exploration for ore reserves below 100 meters vertical depth has
never been fully investigated at the Mine.
Outside of the Mine workings, in excess of one hundred local
artisanal gold and silver mines are found within the claim area
over a strike length of more than 5 kilometers. Production from
these artisanal mines is reportedly high in concentrations of
Au-Ag-Sb-Cu-Zn-Pb-Fe-Barite, and rare elements Ge-Ga and In. In the
southern portion of the Mine claim area many of the artisanal mine
workings appear to be associated with strong magnetic and Induced
Polarization geophysical anomalies that were commissioned and
completed by Silbermine between 2004 and 2005.
Verification sampling associated with the preparation of a
technical report prepared in accordance with the disclosure
standards of National Instrument 43-101 ("NI 43-101") of wallrock
Mine material yielded values of 12 g/t to 384 g/t silver, 0.005 g/t
to 6.4 g/t gold, 5.5 g/t to 988 g/t barium, 7.1 kg/t to 49.8 kg/t
manganese, and 268 g/t to 3,400 g/t lead. Sample analysis was
completed by Agat Laboratories ("Agat") of Mississauga, Ontario. Agat is independent from
Richmond and is certified to the
ISO 9001:2015 laboratory standard. Mine samples were analyzed using
acid digest with ICP-OES finish or fire assay, or Sodium Peroxide
Fusion with ICP-OES/ICP – MS finish. Agat employs a program of
internal control checks for QA/QC purposes that includes analysis
and statistical review of sample replicates and method
blanks. The completed NI 43-101 technical report prepared by
Vadim Galkine, PhD will be filed on closing of the Transaction and
made available for download on the Company's SEDAR profile at
www.sedar.com, as well as the Company's website.
The district as a whole has never been the subject of any modern
exploration work or any comprehensive diamond drilling programs.
Richmond plans an exploration
program starting in the early spring 2020. The program will include
structural & geochemical analyses, geophysical surveying
followed by diamond drilling of identified targets.
Terms of the Transaction
Under the terms of the Agreement, the Company will issue forty
million common shares (the "Payment Shares") at a deemed
issuance price of $0.05 per Payment
Share in the capital stock of the Company, for an aggregate value
of $2,000,000 Payment Shares issued
to Silbermine as payment for the sale and transfer of the
mining claims to a wholly owned subsidiary of Richmond on closing of the Transaction. The
Payment Shares issuable in connection with the Transaction will be
subject to a four-month and one day hold period in accordance with
applicable securities legislation. In addition, Silbermine will
have the right to nominate or appoint two qualified directors to
Richmond's Board of Directors on
closing of the Transaction. The Transaction is an arm's length
transaction and there are no finder's fees payable.
Assuming closing of the Transaction, Silbermine will be the
holder of more than 20% of the Company's issued and outstanding
common shares and will be a "control person" of the Company.
Elizabeth Haidvogl, an Austrian
resident and the CEO and sole director of Silbermine, will have
control and direction of the Payment Shares upon completion of the
Transaction. Richmond intends to
seek written shareholder approval from a majority of its
shareholders for the creation of Silbermine as a control person of
the Company.
Closing of the Transaction, which is a fundamental acquisition,
remains subject to final approval of the TSX Venture Exchange on or
before November 18, 2019, and the
satisfaction of certain other closing conditions customary in
transactions of this nature. The Transaction is an arm's length
transaction and there are no finder's fees payable.
Franz Kozich, Richmond's CEO, commented, "Richmond is very pleased to acquire this
exploration project that has such a rich history of silver and
other mineral production located within central Europe. Exploration work over the last century
has been quite limited due to many factor's including the history
of war in the region and subsequent periods of austerity and
difficult capital market conditions."
The Private Placement
In connection with the Transaction, Richmond proposes to complete a non-brokered
private placement pursuant to which it shall issue up to 8,000,000
units (each, a "Unit") of the Company at a price of
C$0.05 per Unit to raise aggregate
proceeds of up to C$400,000 (the
"Offering"). Each Unit consists of one common share (each, a
"Common Share") and one common share purchase warrant (each,
a "Warrant"). Each Warrant shall entitle the holder thereof
to acquire one Common Share at a price of $0.10 until 5 pm
(Toronto time) on the date which
is 18 months following the closing of the Offering, whereupon the
Warrants
expire.
The securities issued and issuable pursuant to the Offering will
be subject to a four month and one day hold period. The
Company intends to use the net proceeds from the Offering to fund
exploration and development of the Company's Ontario and European properties and for
working capital purposes related to the Transaction. The Offering
is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of the
TSX Venture Exchange and applicable securities regulatory
authorities.
The securities offered will not be registered under the U.S.
Securities Act of 1933, as amended, or applicable state securities
laws, and may not be offered or sold to persons in the United States absent registration or an
exemption from such registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Warren Hawkins, P.Eng, a
"Qualified Person", within the meaning of National Instrument
43-101- Standards of Disclosure for Minerals Projects, has reviewed
and approved the scientific and technical information contained in
this news release. Mr. Hawkins is not considered to be
"independent" of the Corporation (as defined in National Instrument
43-101), as he currently holds securities of the Corporation.
Richmond trades on the Boerse
Frankfurt exchange under the symbol WKN A1W98A: R52.
CAUTIONARY STATEMENT: This news release contains forward-looking
information which is not comprised of historical facts.
Forward-looking information involves risks, uncertainties and other
factors that could cause actual events, results, performance,
prospects and opportunities to differ materially from those
expressed or implied by such forward-looking information. Forward
looking information in this news release includes, but is not
limited to, Richmond's objectives,
goals or future plans, including successful completion of the
Transaction and Offering. There is no guarantee that the
Transaction and Offering will be completed on the terms announced
in this press release or at all. Factors that could cause actual
results to differ materially from such forward-looking information
include, but are not limited to, changes in general economic
conditions and conditions in the financial markets; the ability of
Richmond to raise funds pursuant
to the Offering; changes in demand and prices for minerals;
litigation, legislative, environmental and other judicial,
regulatory, political and competitive developments, and those risks
set out in Richmond's public
documents filed on SEDAR. Although Richmond believes that the assumptions and
factors used in preparing the forward-looking information in this
news release are reasonable, undue reliance should not be placed on
such information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. Richmond disclaims any intention or obligation
to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, other than
as required by law.
Neither the TSX-V nor its Regulation Services Provider (as
that term is defined in the policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Richmond Minerals Inc.