VANCOUVER, July 6, 2016 /CNW/ - Sky Ridge Resources Ltd.
(SYR-H.V) (the "Company") is pleased to announce that it has
entered into a letter of intent effective July 4, 2016, pursuant to which the Company has
agreed to acquire Southern Arc Minerals Japan KK ("SAMJ")
(the "Acquisition"). SAMJ is a wholly-owned subsidiary of
Southern Arc Minerals Inc. ("Southern Arc"). SAMJ has filed
80 mineral prospecting rights license applications in Japan (the "Japan Licenses").
Highlights:
- Launch of Japan Gold Corp., the first foreign mineral
exploration company to focus solely on Japan
- 80 mineral prospecting license applications across eight
distinct projects prospective for gold and porphyry mineralization,
including several historical high-grade gold mines
- Experienced management team and Board of Directors
- Proposed $5 million financing at
$0.20 to undertake exploration and
advance the properties
Southern Arc, an arm's length company, is listed on the TSX
Venture Exchange (the "TSX-V") under the symbol "SA".
In exchange for its ownership of SAMJ, Southern Arc will receive
50,000,000 pre-Consolidation (as defined below) common shares of
the Company (the "Acquisition Shares").
In connection with the proposed Acquisition, the Company intends
to complete a private placement financing involving the issuance of
25,000,000 pre-Consolidation common shares at a price of
$0.20 per share, for gross proceeds
to the Company of $5,000,000 (the
"Concurrent Financing").
The Company intends to change its name to "Japan Gold Corp."
upon completion of the Acquisition.
Japan Exploration Licenses
The Tertiary volcanic arc terrains of Japan host 76 known past-producing gold mines
and five one-million-plus-ounce gold deposits.1 These
include one of the world's highest-grade gold mines, the Hishikari
Mine on Kyushu Island, which has been in production since 1985. The
Hishikari Mine had produced 210.2 tons (more than 6 million ounces)
of gold as of March 2014 and
continues to produce more than 200,000 ounces of gold per year at a
grade averaging 40 g/t gold.2 Management considers
Japan to be largely underexplored
despite a history of significant gold production and known mineral
occurrences.
Southern Arc's leadership team has long recognized Japan's prospectivity for gold, silver and
copper. When Japan's mining laws
were changed in 2012 to re-activate the mining industry, Southern
Arc moved quickly to review historical data and identify key
exploration targets and was the first foreign exploration company
to apply for prospecting licenses.
According to Southern Arc, based on a desktop review of
historical gold production and Japan's extensive geoscientific database, it
pinpointed areas that are very compelling from a geological
perspective. SAMJ initially lodged 38 contiguous exploration
applications in northern Hokkaido
targeting high-grade epithermal gold deposits. Subsequently, SAMJ
lodged another 42 prospecting rights license applications
throughout Hokkaido and northern
Honshu targeting three other prospective epithermal gold areas and
four areas of gold-bearing advanced argillic alteration lithocaps,
which could indicate the presence of a porphyry mineral
environment. The combined area under application by SAMJ currently
comprises 27,153 hectares over the eight project areas
(Figure 1).
All 80 of the prospecting rights license applications have been
accepted for further government review, reserving the land for SAMJ
and allowing low impact forms of exploration to immediately
commence, such as mapping, surface sampling and geophysics.
According to Southern Arc, SAMJ has completed an extensive review
of the Metal Mining Agency of Japan database, which includes detailed and
relevant information about historical drilling results and mine
production. Field work to date has comprised mostly confirmatory
checking of historical mine works and MMAJ alteration mapping, with
a focus on the lithocap/porphyry targets.
Ikutawara is SAMJ's most advanced project (Figure 1), with some
mapping/sampling and orientation ground magnetics completed in
2015. The Ikutawara applications host numerous historical gold
workings including the Kitano-o mine, which has recorded production
of 96,450 ounces of gold between 1924 and 1943 from sinterous and
sub-sinter quartz veins.3 According to Southern Arc,
SAMJ has located several high-priority exploration targets which
require varying levels of work to focus drilling. Upon receipt of
the prospecting licenses, SAMJ intends to commence with trenching
and drilling at the Ikutawara targets while continuing with
preliminary exploration on the other projects.
Japan is considered one of the
most stable and corruption-free jurisdictions in the world. The
mining regulatory framework is well established and transparent,
with easy access to government officials and a comprehensive
support program to facilitate stakeholder consultation. According
to Southern Arc, SAMJ deliberately chose applications in sparsely
populated areas with a history of mining, and has received strong
local support to date.
The technical information in this news release has been reviewed
by Southern Arc's President & Chief Operating Officer,
Dr. Mike Andrews, PhD, FAusIMM, who is a Qualified Person as
defined by National Instrument 43-101.
______________________________
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1 Konomai
Mine: 2.1 Moz, Sado Mine: 2.2 Moz, Kushikino Mine: 1.6 Moz, Taio
Mine: 1.0 Moz, Hishikari Mine: 7.6 Moz. Data collected from the
Metal Mining Agency of Japan database.
|
2 Data
collected from the Metal Mining Agency of Japan database and the
Sumitomo Metal Mining Co., Ltd. website.
|
3 Metal
Mining Agency of Japan database.
|
|
The Acquisition
Closing of the Acquisition is subject to a number of conditions
including entering into definitive agreements, consolidation of the
Company's existing share capital on a one (1) for two (2) basis
(the "Consolidation"), completion of the Concurrent
Financing, receipt of all required shareholder, regulatory and
third party consents, including TSX-V approval, and the
satisfaction of other customary closing conditions. The
Acquisition cannot close until the required approvals are obtained.
There can be no assurance that the Acquisition will be
completed as proposed or at all. The Company intends to apply
for a sponsorship waiver pursuant to TSX-V Policy 2.2.
Following completion of the Acquisition, it is contemplated that
the Company's Board of Directors will be reconstituted such that it
then consists of the following seven members: John Proust, Dr.
Michael Andrews, Robert Gallagher, John
Carlile, Tao Feng, and two more appointees that are
acceptable to both Southern Arc and the Company. A short
biography for each named Director is provided at the end of this
news release. In addition, it is contemplated that John
Proust, who is currently the Chairman and Chief Executive Officer
of Southern Arc, will become the Chairman and Chief Executive
Officer of the Company, and that Michael
Andrews, who is currently the President, Chief Operating
Officer and a Director of Southern Arc, will become the Chief
Operating Officer of the Company.
The Acquisition will constitute a reverse takeover of the
Company by Southern Arc under the policies of the NEX Board and the
TSX-V. Trading in the Company's common shares will remain
halted pending further filings with the TSX-V.
Fiore Management & Advisory Corp. will receive a transaction
fee of 1,000,000 pre-Consolidation common shares of the Company
upon closing of the Acquisition.
Proposed Japan Gold Board of Directors and Executive
Team
The proposed Japan Gold Board of Directors will bring decades of
technical and business experience to the company, with a proven
track record of growing resource companies from grassroots
exploration through to production.
John Proust, CDir
Chairman & CEO, Director
John Proust has successfully
managed, directed and advised public and private companies
regarding debt and equity financing, mergers and acquisitions and
corporate restructuring since 1986, and has served on the boards
and held senior operating positions with numerous private and TSX
Venture Exchange listed companies. Mr. Proust is currently Chairman
and CEO of Southern Arc Minerals, Chairman and a Director of
Canada Energy Partners, Chairman and CEO of CarbonOne Technologies,
and Interim President & CEO and a Director of Outrider Energy.
Mr. Proust has extensive experience in corporate governance, is a
graduate of The Directors College, Michael
G. De Groote School of Business at McMaster University and holds the designation of
Chartered Director.
Dr. Michael Andrews, PhD,
FAusIMM
President and COO, Director
Mike
Andrews is a geologist with nearly 40 years of research and
mining industry experience in gold, copper, coal and iron
exploration. He holds an honours degree in Geology from the
University of Reading, and a
doctorate in exploration geochemistry from the University of
Wales. Dr. Andrews is currently
President and Chief Operating Officer of Southern Arc Minerals. He
was a founding director of Kingsrose Mining and played an
instrumental role in the discovery, exploration, feasibility and
development of its Way Linggo Gold Mine in Indonesia. Dr. Andrews also held the positions
of executive director and chief geologist of AuIron Energy Ltd.,
Director of Gold Operations for Meekatharra Minerals Ltd., and
managed the Teck-MM Gold Indonesian Joint Venture, an exploration
portfolio of thirteen gold and copper projects in Indonesia. He also held senior exploration
positions with Ashton Mining Ltd, Aurora Gold Ltd and Muswellbrook
Energy and Minerals Ltd.
Robert Gallagher, BApSc
Director
Bob Gallagher has
worked in the mining industry for over 32 years. Mostly recently,
he was President, CEO and a Director of New Gold Inc., an
intermediate gold producer with projects on three continents, from
2008 until retiring in June 2016.
Prior to the merger of Peak Gold, Mettalica, and New Gold, Mr.
Gallagher was the President and CEO of Peak Gold. Previously, he
spent 15 years with Placer Dome Inc. and seven years with Newmont
Mining Corporation, most recently as Vice President Operations,
Newmont Asia Pacific. During his time at Newmont, Mr. Gallagher
oversaw the development of the Batu Hijau Mine, the billion-ton,
world-class copper-gold mine located in Indonesia. Mr. Gallagher has extensive
knowledge of the development and operation of large-scale mining
projects, coupled with his experience in all aspects of the
Indonesian mining industry.
John Carlile, BSc, MSc,
FAusIMM
Director
John Carlile is a
geologist with more than 35 years of experience in the resource
industry. Mr. Carlile has held senior executive and director
positions with both major and junior resource companies, including
as President of Indonesian and Philippines subsidiaries of Newcrest Mining
Limited. As a geologist, Mr. Carlile has a proven track record of
mineral discovery and business building in Asia, most notably as Exploration Manager,
Asia for Newcrest Mining Limited
when it discovered its Gosowong mine. Mr. Carlile has served on the
boards of several resource companies, and currently holds the
position of director for Southern Arc Minerals, Equator Gold and
Arc Exploration Limited. He holds a BSc in Geology from University
of Reading, England, and an MSc in
Mineral Exploration from the Royal School of Mines, Imperial
College, University of London. Mr.
Carlile is a Fellow of the AusIMM and a Fellow of the Geological
Society of London.
Tao Feng, MSc, PhD (Statistics)
Director
Tao Feng is a founding partner of NewMargin
Ventures, a Chinese investment fund with approximately US$3 billion under management. Founded in 1999,
NewMargin Ventures was the first venture capital management company
in China to manage and advise both
domestic and offshore funds. To date NewMargin Ventures has
invested more than US$1.7 billion in
approximately 160 companies, and has invested in more than 30 IPO
companies. Mr. Feng received his Masters and Doctorate in
Statistics from the University of
Alberta and the University of
Victoria, respectively. Mr. Feng has been frequently
acknowledged as one of China's top
investment managers, with inclusion in Fortune Magazine's
"Top 25 Next Generation Global Leaders" in 2001, ranking as one of
Time Magazine's "Top 5 Rainmakers in China's Investment Community" in 2005, and
ranking in the top five of Forbes' "Top 50 Venture Capital
Investors in China" from 2009 to
2015.
Dr. Kotaro Ohga, PhD
Chief Engineer, Japan
Kotaro Ohga held the position of
Associate Professor at Hokkaido
University in the Graduate School of Engineering. With a PhD
in Mining Engineering, Dr. Ohga has extensive experience with
permitting and drill programs in Japan, with a particular focus in coal bed
methane. As Southern Arc's Chief Engineer for its Japanese
projects, Dr. Ohga is the main point of contact between Southern
Arc and the Japanese Government, offering invaluable insight and
expertise as Southern Arc advances its properties.
Andrew Rowe, BSc, MAusIMM
Japan Country Manager
Andrew
Rowe joined Southern Arc in 2006 as a Senior Geological
Consultant and was soon promoted to Chief Geologist and then
Executive Vice President, leading Southern Arc's exploration
programs from grassroots exploration through to completion of the
first resource estimate at the Company's West Lombok Project. Mr.
Rowe planned and implemented large-scale exploration programs,
managing both the technical and administrative aspects of the
projects. Mr. Rowe briefly left Southern Arc in December 2014, and then rejoined the Company as a
consultant in August 2015 to continue
with Southern Arc's exploration projects in Japan. Mr. Rowe graduated with a Bachelor of
Applied Science degree in Geology from the University of
Technology, Sydney, Australia. He
is a Member of the Australasian Institute of Mining and Metallurgy
and a Fellow of the Society of Economic Geologists. Mr. Rowe has
experience in mineral exploration and project management in
Australia and various countries in
Southeast Asia including
Thailand, Indonesia, Mongolia, China and Laos. During this time he held exploration
positions with Renison Goldfields, Normandy Anglo Asia,
Phelps Dodge, Aurora Gold and Ivanhoe
Mines. Immediately prior to joining Southern Arc he was the
principal geologist for Pan Australian Resources Ltd (Laos) and part of the team responsible for
successfully bringing the Phu Kham Cu-Au porphyry deposit through
to bankable feasibility.
On behalf of the Board,
SKY RIDGE RESOURCES LTD.
"Jeff Durno"
Chief Executive Officer & Director
Cautionary Notes
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release. 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.
Completion of the Acquisition is subject to a number of
conditions, including TSX Venture Exchange acceptance. The
Acquisition cannot close until all required regulatory and
corporate approvals are obtained. There can be no assurance
that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing
Statement to be prepared in connection with the Acquisition, any
information released or received with respect to the Acquisition
may not be accurate or complete and should not be relied
upon. Trading in the securities of the Company should be
considered highly speculative.
This news release may include forward-looking statements that
are subject to inherent risks and uncertainties. All statements
within this news release, other than statements of historical fact,
are to be considered forward looking. Although the Company
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results or
developments may differ materially from those described in
forward-looking statements. Factors that could cause actual
results to differ materially from those described in
forward-looking statements include fluctuations in market prices,
including metal prices, continued availability of capital and
financing, and general economic, market or business
conditions. There can be no assurances that such statements
will prove accurate and, therefore, readers are advised to rely on
their own evaluation of such uncertainties. We do not assume
any obligation to update any forward-looking statements except as
required under applicable laws.
SOURCE Sky Ridge Resources Ltd.