Omineca Executes Letter of Intent to Acquire CVG Mining Ltd.
Omineca Executes Letter of Intent to Acquire CVG Mining Ltd.
CRANBROOK, British Columbia--(BUSINESS WIRE)-- Omineca Mining and Metals Ltd. ("Omineca") (TSX-V:OMM) announces that an arm's length Letter of Intent ("LOI") dated September 18th, 2012, (with an effective date of October 4th, 2012) has been executed whereby Omineca has the exclusive right to acquire all issued and outstanding shares of CVG Mining Ltd., a private British Columbia corporation ("CVG"). The primary asset held by CVG is its 100% interest in the Wingdam Gold Project located along Lightning Creek near the Wells-Barkerville area of central British Columbia, 45 km east of Quesnel. Under terms of the proposed Agreement, Omineca will issue 47,471,548 common shares at a deemed price of $.35/share, representing a purchase price of $16,615,041 and issue a $5,400,000 convertible debenture, detailed below, in connection with the assumption by Omineca of certain debt related to the property. Coincident with the proposed transaction will be the appointments of Mr. Tom MacNeill CGA, CFA and Mr. Andrew Davidson, CA to the Board of Omineca, joining the current Board of Directors.
About the Wingdam Project
The Wingdam Project provides a unique opportunity for Omineca to acquire near-term gold production in a proven district. The property overlies both placer and hard-rock tenures along the Deep Lead Channel of Lightning Creek, where topographic conditions have created a deep overburden accumulation which effectively resulted in a large portion of the channel being excluded from conventional surface placer mining activity. Historic and recent results from drilling and seismic surveying show that the channel floor width varies from 6 to 39 m wide and extends 2,430 m along the length of the property. In effect, the gravels comprising the Wingdam Project are pristine, despite the extensive historical economic activity which took place both up-stream and down-stream. On the Wingdam property, drilling and geophysical surveys indicate that the Deep Lead Channel occurs throughout the entire 2.4km length of the Wingdam property, extending upstream and downstream an undetermined distance. "The Deep Lead Channel contains some of the highest placer gold concentrations historically reported in all of the Cariboo Mining District and perhaps British Columbia that remains unmined" (Stephen Kocsis, P.Geo; Wingdam Property NI 43-101 Report, October 2nd, 2012). Numerous attempts have been made to mine the Deep Lead Channel in the Wingdam area since the late 1880s, but all were hampered by an influx of water and unstable ground conditions and were ultimately abandoned.
Since acquiring the property in 2009, CVG combined the Australian deep-lead mining method with a ground-freeze method and in 2012 successfully completed a 2.44m x 2.44m crosscut drift 23.5m across the Deep Lead Channel along the bedrock/gravel interface. This effort not only proved the applicability of the freeze method, but also provided a bulk sample whereby "the gold recovered from the 23.5-meter drift advance across the paleochannel true width amounted to 173.495 ounces of raw placer gold (900 fineness) from 140 bank cubic meters. The refined-equivalent gold grade across this width amounted to 34.55 g/m3 or 0.453 oz/tonne. The grade across a central portion of the paleochannel totaling 14.8 m (3.8 to 18.6m) averaged 46.30 g/m3 or 0.608 oz/tonne.
Abundant elongated gold flakes up to 5 mm long were visible on bedrock across a 5.5-meter distance (6.5 to 12.0m). Seven consecutive discrete samples (0.036 to 0.054 m3) collected along this distance returned gold grades ranging from 71.35 to 185.62 g/m3 (0.936 to 2.436 oz/tonne). The discrete sample gold grades represent the entire extent of the 5.5-meter distance and 2.44-meter mine height" (Kocsis, 2012).
The abundance and physical nature of the placer gold recovered during the 2012 test mining operation indicates that it is locally derived. Little or no systematic exploration work has been carried out on the property to test for the occurrence of lode gold, leaving good potential for the exploration and possible discovery of in-situ (hard-rock) gold mineralization in addition to the presence of a proven placer deposit.
Tim Termuende, P.Geo., President and CEO of Omineca commented recently: "We are excited by the opportunities presented by the acquisition of CVG. Although the Wingdam project has proved challenging to past operators, modern mining technology appears to hold the answer to the economic extraction of gold within the Deep Lead Channel. The recent successful completion of a crosscut tunnel by CVG using freeze-mining technology bodes well for future production scenarios at Wingdam.In addition, the recent upswing in gold prices and the general consensus among many financial experts that gold prices will continue to rise suggests that acquisition is well-timed. In addition to near-term production potential, the project is fully permitted and will have a very small environmental footprint".
About CVG Mining Ltd.
CVG Mining Ltd. is a private British Columbia corporation that was formed in 2009 with the sole purpose of exploring deposits in the Cariboo mining district of central British Columbia. CVG currently holds approximately 6600 hectares of mineral claims and placer claims/leases, the primary asset being its 100% interest in the Wingdam Gold Project located along Lightning Creek near the Wells-Barkerville area, 45 km east of Quesnel, British Columbia. CVG is controlled by a group of private Saskatchewan corporations. 49 North Resources Inc., a company listed on the TSX Venture Exchange, indirectly owns, but does not control, approximately 76% of CVG, with an additional 17% owned, but not controlled, by 49 North 2011 Resource Flow-Through Limited Partnership and the balance owned by the founders and operators of CVG (approximately 7%).
About Omineca Mining and Metals Ltd.
Omineca Mining and Metals was created by way of a Plan of Arrangement on May 20th, 2011. Shareholders of Copper Canyon Resources Ltd. approved the plan to reorganize the company's mineral property assets in an effort to maximize shareholder value. Under the terms of the arrangement, two of Copper Canyon's projects, Abo (Harrison) Gold and Kiwi, were transferred into Omineca on a one-for-four share basis.
Details Relating to the Convertible Debenture
The Convertible Debenture will have a three year term, maturing on the third anniversary of Closing and will pay interest at the rate of 8% per annum, calculated and compounded monthly. Principal and interest payments will be made in arrears in quarterly installments, in the set amount of 2% of the gross monthly gold sales. The outstanding principal amount of the Convertible Debenture will be convertible at the option of the holder into common shares of Omineca at a conversion price of: (i) $0.75 per common share prior to the first anniversary of the Closing; (ii) $1.00 per common share on or after the first but prior to the second anniversary of the Closing; or (iii) $1.25 per common share on or after the second anniversary of the Closing.
Any accrued interest on the Convertible Debenture will also be convertible, at the option of the holder, into common shares of Omineca at the market price of the shares at the time of settlement.
Trading Halt in Effect
Trading in the securities of Omineca has been halted at the request of Omineca management. This halt will remain in effect pending receipt of certain acceptable documentation by the TSX Venture Exchange.
Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Omineca should be considered highly speculative.
The TSX Venture Exchange has in no way passed opinion upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Technical aspects of this news release have been reviewed and approved by Stephen Kocsis, P.Geo., hereby identified as the "Qualified Person" in accordance with National Instrument 43-101.
On behalf of the Board of Directors
"Tim J. Termuende"
President and CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release. This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.
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