Brigadier Gold Limited Enters Into a Revised Letter of Intent With
the Shareholders of Molycomex S.A. de C.V. to Restructure the
Letter Announced February 19th, 2014
TORONTO, ONTARIO--(Marketwired - Apr 30, 2014) - Brigadier Gold
Limited (TSX-VENTURE:BRG) and Molycomex S.A. de C.V Ltd.
("Brigadier") has entered into a replacement letter of agreement
with the shareholders of Molycomex S.A. de C.V. ("Molycomex") which
replaces the terms and conditions with which Brigadier will acquire
a 70-per-cent undivided right, title and interest in 5 additional
Cuatro Cienegas mineral properties in Mexico (the "Assets") through
Molycomex. (the "Acquisition").
The revisions remove the purchase of the holding company of
Molycomex (Mexican Copper Mines (Guernsey) Limited), which had no
assets other than the shares of Molycomex, so as to remove the
disclosure and audit obligations on that company and simplify the
Transaction. It also redefines the provisions and amounts of
performance warrants issuable as part of the Transaction to bring
them into compliance with TSX-Venture Exchange policy. Under the
new Letter, Brigadier will issue 20,000,000 consolidated treasury
shares (following a consolidation of its outstanding shares on a 10
for one basis, to be presented to a special shareholder meeting),
subject to the approval of the TSX Venture Exchange. In addition,
Brigadier will issue warrants with the following terms:
|
(a) |
If Brigadier obtains, within three (3) years from completing the
Acquisition, a report prepared in conformity with the requirements
of National Instrument 43-101 ("NI 43-101") disclosing that the
Assets contain 200,000 tonnes of ore, with a grade of not less than
1% copper equivalent, then the warrant holder may exercise the
warrant and acquire 10,000,000 Consolidated Shares; |
|
(b) |
If Brigadier obtains, within four (4) years from completing the
Acquisition, a report prepared in conformity with the requirements
of NI 43-101 disclosing that the Assets contain 500,000 tonnes of
ore, with a grade of not less than 1% copper equivalent, then the
warrant holder may exercise the warrant and acquire 10,000,000
Consolidated Shares; |
In connection with the Acquisition, Molycomex has agreed to
amend the terms of the $2,041,014 debenture, such that the
debenture shall bear interest at 12% and become convertible as to
interest and principal, at the option of Brigadier at the price of
$0.25 per share during the 4 years following completion of the
Transaction.
Subject to Exchange approval, Brigadier Gold will pay a finder's
fee to an unrelated third party in connection with this transaction
by the issuance of 2 million post consolidated shares in the
Company subject to TSX Venture Exchange approval.
Concurrent with the completion of the Transaction, Brigadier
will complete a private placement of its Consolidated Shares to
raise a minimum of US$2,000,000 and a maximum of US$3,000,000 at a
price of $0.25 CAD per Consolidated Share, subject to the consent
of the TSX Venture Exchange.
About the
Assets
The properties are situated in the State of Coahuila, Mexico,
almost adjacent to Brigadier's Granizo and Don Indio Properties,
some 50 km southeast of the town of Cuatro Ciénegas. The Properties
lie along the foot of the Sierra San Marcos y Pinos range and are
composed of 5 concessions, totalling 14,859 ha, namely: the Apache
4, Apache 14, San Antonio, Jabali and Jabali 2 concessions. The
Apache 14, San Antonio, Jabali and Jabali 2 concessions all fall
within the Apache 4 concession. Molycomex has a 100% interest in
the Apache 4 concession and a 70% interest in the Apache 14, San
Antonio, Jabali and Jabali 2 concessions. There are 3 additional
concessions, which lie within the Apache 4 concession that are not
owned by Molycomex, namely the Martha (210 ha) and the two El Ojito
claims (43 ha and 83 ha respectively).
On the Molycomex Properties, stratabound copper-silver
mineralization occurs within arenites and arkoses at the top of the
Lower Cretaceous San Marcos Formation, just below a zone of
carbonaceous beds grading into limestones of the Lower Cretaceous
Cupido Formation. The stratabound Cu-Ag mineralization can be
traced in outcrop for some 40 km northwest to southeast and has an,
as yet, undefined down-dip extension to the northeast. The
mineralization occurs in 1.7 m- to 5.69 m-thick, concordant layers
referred to as "mantos". The mantos carry Cu and Ag minerals,
(predominantly supergene chrysocolla, malachite, azurite and
tenorite). Small amounts of primary copper sulphide minerals, such
as chalcocite and argentite, occur within the quartz cement of the
arenites, Exploration during 2012 revealed mantos carrying grades
of 0.2 to 18.0 % copper and 2 to 592 g/t silver.
There are presently five main showings on the Molycomex
Properties, namely: the Buena Suerte, San Antonio, Ojitos, Emes and
Las Juanitas showings. The Buena Suerte and San Antonio showings
are currently the primary exploration targets.
The San Antonio and Buena Suerte showings are part of one
continuous manto, which has a thickness of 1.4 to 4.25 m and has
been traced continuously along strike for 1.2 km. Calculated
weighted sample averages from the San Antonio-Buena Suerte manto
indicate grades of between 0.02 to 4.91% Cu and 1 to 51 g/t Ag.
Localized sample intervals show enrichment in Cu and Ag: a 0.48 m
zone of 4.26% Cu, a 0.75 m zone of 5.77% Cu, a 0.70 m zone of 14.9%
Cu and 91 g/t Ag, a 0.79 m zone of 5.87% Cu, and a 0.85 m zone of
159 g/t Ag. The down-dip extent of this manto remains open for the
San Antonio and Buena Suerte showings.
The Ojitos showing, discovered in 2011, has a mineralized
thickness of 0.5 to 5.69 m, with calculated weighted trench-sample
averages ranging from 0.03 to 3.66% Cu and 1 to 583 g/t Ag.
Locally, mineralized zones show enrichment in Cu and Ag: a 0.80 m
zone of 18.05% Cu, a 1.30 m zone of 9.79% Cu, a 2.49 m zone of
6.93% Cu, a 0.64 m zone of 16.75% Cu and 592 g/t Ag, a 0.66 m zone
of 5.81% Cu and 197 g/t Ag, and a 0.70 m zone of 583 g/t Ag.
Some 1.5 km northwest of Ojitos is the Emes showing, also
discovered in 2011. A grab sample from this manto carried 2.65% Cu
and 48 g/t Ag.
The northernmost showing on the Molycomex Property is Las
Juanitas. This showing is situated stratigraphically deeper than
the above-mentioned showings (within the L. Cretaceous San Marcos
Formation). The manto has a thickness of 0.4 to 2.0 m and grades
0.01 to 2.83 % Cu and 1 to 63 g/t Ag. Locally, mineralized zones
show enrichment in Cu and Ag, including a 0.5 m zone of 2.83% Cu
and 63 g/t Ag. The down-dip extension, as with the other showings,
is yet to be defined by drilling.
It is postulated that these Cu-Ag bearing mantos were generated
when deep, hot, oilfield basinal brines leached Cu and Ag (plus a
spectrum of other elements including Zn, Pb) from sedimentary and
igneous rocks. During an orogenic phase, these hot, metalliferous
brines migrated towards the surface through the Cretaceous strata.
The fluids then encountered an oxidation/reduction boundary in the
Lower Cretaceous strata and thus Cu and Ag sulphides were
precipitated. Subsequent interaction with oxidizing ground waters
partially broke down the metal sulphides and deposited the
secondary copper and silver minerals.
Sediment-hosted copper deposits are traditionally classified
into two types: the Kupferschiefer type and the redbed type. The
Cu-Ag deposits of the Cuatro Ciénegas area belong to the latter
redbed type. Elsewhere in North America redbed copper deposits,
similar to those around Cuatro Ciénegas, occur at Las Vigas
(Chihuahua, Mexico), Spar Lake (Montana, USA), Rock Creek and
Montanore (Montana, USA), and Creta (Oklahoma, USA). Evidence from
recent exploration reveals characteristics of the Cu-Ag deposits on
the Molycomex Properties which bear many striking similarities to
the deposits of the Copper Belt of Zambia and the Democratic
Republic of the Congo, which have to date produced in excess of 1
billion tonnes of copper metal from ores with an average grade of
approximately 2.7% Cu, together with significant quantities of
Ag.
These results were obtained by qualified personnel during the
preparation of an NI 43-101 report and can be considered accurate.
This report on the Madero property was written by Dahrouge
Geological Consulting Ltd. and dated December 11, 2013. It was
filed on www.sedar.com, on February 28th, 2014. William R. Gilmour,
BSc, PGeo, of Discovery Consultants of Vernon, BC, and a qualified
person as defined by NI 43-101, has supervised the preparation of
the scientific and technical information that forms the basis for
this news release.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
FORWARD-LOOKING STATEMENTS: This news release contains certain
"forward-looking statements." All statements, other than statements
of historic fact, that address activities, events or developments
that Brigadier believes, expects or anticipates will or may occur
in the future are forward-looking statements. Forward-looking
statements are often, but not always, identified by the use of
words such as "seek," "anticipate," "believe," "plan," "estimate,"
"expect," and "intend" and statements that an event or result
"may," "will," "can," "should," "could," or "might" occur or be
achieved and other similar expressions. These forward-looking
statements reflect the current expectations or beliefs of Brigadier
based on information currently available to Brigadier.
Forward-looking statements are subject to a number of risks and
uncertainties that may cause the actual results of Brigadier to
differ materially from those discussed in the forward-looking
statements, and even if such actual results are realized or
substantially realized, there can be no assurance that they will
have the expected consequences to, or effects on Brigadier. Factors
that could cause actual results or events to differ materially from
current expectations include, among other things, failure to
successfully complete financings, capital and other costs varying
significantly from estimates, production rates varying from
estimates, changes in world copper and/or gold or other mineral
markets, changes in equity markets, uncertainties relating to the
availability and costs of financing needed in the future, equipment
failure, unexpected geological conditions, imprecision in resource
estimates, success of future development initiatives, competition,
operating performance of facilities, environmental and safety
risks, delays in obtaining or failure to obtain tenure to
properties and/or necessary permits and approvals, and other
development and operating risks. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, Brigadier disclaims any
intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Although Brigadier believes that the assumptions
inherent in the forward-looking statements are reasonable,
forward-looking statements are not guarantees of future performance
and accordingly undue reliance should not be put on such statements
due to the inherent uncertainty therein.
Brigadier Gold LimitedMr. Grant HallPresident & CEO+1 (520)
668-4101ghall@brigadiergold.com
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