VANCOUVER, BC, Jan. 17, 2022 /CNW/ - MAS Gold Corp.
("MAS Gold") (TSXV: MAS) and Comstock Metals
Ltd. ("Comstock") (TSXV: CSL) are pleased to announce
that, further to the news release dated December 14, 2021, they have signed a definitive
agreement pursuant to which Comstock has agreed to sell 100% of its
interest in its Preview SW Gold Project and property ("Preview
SW Property") to MAS Gold in consideration of the issuance of
30,000,000 common shares in MAS Gold (the "Proposed
Transaction").
Comstock's 843 hectare Preview SW Property is contiguous
with MAS Gold's Preview-North Property in the La Ronge Gold Belt of
northeastern Saskatchewan. The Preview SW Property and
portions of MAS Gold's Preview-North property are located
within the Mineral Exploration Zone of the Lac La Ronge Provincial
Park. The Preview SW Property is an ideal addition to MAS
Gold's current portfolio of Hub and Spoke properties, where the
concept that the mineralized material from various satellite
deposits (Spokes) could be co-mingled at a centrally located
processing facility (Hub).
MAS Gold also announces the January 12,
2022 release of the Technical Report on the 2021 Mineral
Resource Updates for North Lake
and Greywacke North Gold Projects on SEDAR, principal author S.
Godden, C.Eng., FIMMM.
Preview SW Property Acquisition
Upon the closing of the Proposed Transaction, Comstock will have
the right to appoint one director to MAS Gold's board for a minimum
of two years, and has agreed to appoint Steven Goldman, CEO of Comstock as its board
representative on the MAS Gold board. Mr. Goldman was
appointed as President and CEO of Comstock Metals in May, 2019
after serving as Interim President and CEO since May 15, 2018 and Director of Comstock since
February 2016. He was a founder of the Toronto law firm of Goldman Hine LLP and
remains counsel to the firm. Mr. Goldman is also a director
of Select Sands Corp. (SNS.V). After graduating from
Carleton University in 1976 (B.A.,
President's Medal), he earned a JD degree from Queen's University
in 1980, and was called to the Bar in Ontario in 1982. The Board of MAS Gold
is privileged to welcome Mr. Goldman to its Board of Directors.
Comstock will also provide additional funding in the amount of
$200,000, to be expended in Q1 2022
in conjunction with input from MAS Gold, advancing its Preview SW
Property prior to closing of the Proposed Transaction. In
connection with the signing of the definitive agreement it is
anticipated that shareholders of Comstock holding an aggregate of
at least 51% of the outstanding common shares in the capital of
Comstock will enter into voting support agreements with Mas Gold
and Comstock pursuant to which they will agree to vote their
Comstock shares in favour of the Proposed Transaction.
Closing is anticipated in the second half of March, 2022 after both
companies hold their annual general meetings ("AGM"). MAS Gold
anticipates holding its AGM on February 26,
2022. Comstock anticipates holding its AGM in early March,
2022.
Comstock engaged Red Cloud Klondike Strike Inc. as an advisor to
this transaction and will pay advisory fees based on the Proposed
Transaction's value equal to 5% of the first $2,000,000 and 3.5% thereafter (the "Advisory
Fee"). The Company's CEO is also entitled to receive a 3% bonus
based on the Proposed Transaction's value (the "Bonus"). It
is anticipated that the Advisory Fee and Bonus will be paid using a
portion of the MAS Gold shares received by Comstock.
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to, TSX Venture Exchange
acceptance and shareholder approval. There can be no assurance that
the Proposed Transaction will be completed as proposed or at
all.
In addition to the Comstock Agreement, a winter 2022 exploration
program is planned for the near future that proposes 8000 meters of
core drilling with focus on the Preview SW Project and MAS Gold's
North Lake Gold Deposit and Point Gold Deposit targets.
Further details of the proposed work program are forthcoming.
MAS Gold Technical Report on the Greywacke North and North
Lake Mineral Resource Estimates
MAS Gold has released the Technical Report on the 2021
Mineral Resource Updates for North
Lake and Greywacke North Gold Projects on SEDAR.
The Technical Report was issued January 12,
2022, within 45 days of the December
6, 2021 news release about the Greywacke North Mineral
Resource update. The Technical Report covers both the North Lake (issued December 9, 2021) and Greywacke North Mineral
Resource updates. The principal author and qualified person ("QP")
is Stephen Godden, C.Eng. FIMMM, an
Independent Mining Consultant; both David
Thomas, P. Geo., and David
Tupper, P. Geo., Vice President, Exploration of MAS Gold,
are co-authors (each being a QP). All three QPs are responsible for
the preparation of this news release; they have read and approved
its technical aspects.
Please see MAS Gold news releases of December 6, 2021 and December 9, 2021 for details on the technical
aspects regarding the Mineral Resource Updates for Greywacke North
and North Lake gold projects,
respectively.
About MAS Gold Corp.
MAS Gold Corp. is a Canadian mineral exploration company focused
on gold exploration projects in the prospective La Ronge Gold Belt
of Saskatchewan. MAS Gold operates
four properties in the belt, including the Preview-North, Greywacke
Lake, Elizabeth Lake and Henry Lake
Properties that extend along segments totaling roughly 60
kilometres of the geologically prospective La Ronge, Kisseynew and Glennie Domains that
make up the La Ronge Gold Belt (see Figure 1).
MAS Gold's current projects include the North Lake, Greywacke North, Bakos (Contact
Lake) and Point gold deposits and the historically defined
Elizabeth Lake copper-gold
volcanic-hosted massive sulphide deposit within four properties
totalling 34,703.4 hectares (85,753.8 acres).
The North Lake deposit located
at the Preview-North Property is estimated to contain an Inferred
Mineral Resource of 18,100,000 t grading 0.85 g/t Au, hence 494,000
contained ounces of gold (Godden, S, Thomas, D. Tupper, D.
Technical Report on the Mineral Resource Updates, North Lake and Greywacke North Gold Projects,
La Ronge Gold Belt, Saskatchewan,
Canada.; effective date December
1, 2021)*. The Technical Report about the updated Mineral
Resource estimate was filed on SEDAR January, 12, 2022.
The Greywacke North deposit, which hosts multiple known
stratabound, high-grade gold-bearing zones, has an updated,
combined open pit and underground Indicated Mineral Resource of
645,000 t averaging 4.90 g/t Au for 101,000 insitu ounces of gold
(600,000 t at 4.89 g/t Au, and 45,000t at 5.03 g/t Au,
respectively), plus a combined open pit and underground Inferred
Mineral Resource of 410,000 t averaging 4.12 g/t Au for 55,000
insitu ounces of gold (35,000 t at 1.97 g/t Au, and 375,000 t at
4.33 g/t Au, respectively). The Indicated and Inferred
Mineral Resources were estimated using open pit and underground
cut-off grades of 0.65 g/t Au and 1.75 g/t Au, respectively
(Godden, S, Thomas, D. Tupper, D. Technical Report on the
Mineral Resource Updates, North
Lake and Greywacke North Gold Projects, La Ronge Gold Belt,
Saskatchewan, Canada.;
effective date December 1,
2021)*. The Technical Report about the updated Mineral
Resource estimate was filed on SEDAR January
12, 2022.
The Bakos deposit, located on the former Contact Lake Mine
holding, was first identified by Saskatchewan Mining Development
Corporation (SMDC; later Cameco Corporation) exploration field
crews in 1984. Operations were conducted from December 1994 until closure in December
1998. Historical production and recovery values for the entire
operation included 188,185 ounces gold produced from 1,006,673
tonnes processed with a head grade of 6.16 g/t Au at a recovery
rate of 95% (Leniuk, G., B. Bharadwaj, G. Alderman & R.
Wyka: Cameco Corporation Contact Lake Operation, Final
Report, January, 1999). The mine was shut down during low
metals prices, reportedly leaving undeveloped mineralized material
in place (see MAS Gold news release dated September 13, 2021).
The Point deposit has been the subject of multiple drill
campaigns dating to the 1980's when Saskatchewan Mining and
Development Corporation (SMDC; later Cameco) drilled 43 core
holes. MAS gold completed 13 additional holes in 2019,
intersecting multiple high-grade intercepts including 7.0 metres
grading 14.99 g/t Au from 20.0 to 27.0 metres (see MAS Gold news
release dated June 25, 2019).
- The contained gold ounces are in situ. No assurance can be
given that the estimated quantities will be produced. All figures
have been rounded to reflect accuracy and to comply with
securities' regulatory requirements.
Mineral Resources, which are not Mineral Reserves, do not have
demonstrated economic viability. Estimates of Mineral Resources may
be materially affected by gold price, environmental, permitting,
legal, title, taxation, socio-political, marketing or other
relevant issues.
About Comstock Metals Ltd.
Comstock Metals has been advancing the Preview SW Gold Project,
a resource-stage gold project in the La
Ronge district of Saskatchewan (see Figure 1). The
Preview SW deposit hosts a historical Indicated Mineral Resource
containing 158,300 ounces of gold (2.61 million tonnes grading 1.89
g/t Au) and a historical Inferred Mineral Resource containing
270,800 ounces of gold (5.70 million tonnes grading 1.48 g/t Au),
both based on a 0.50 g/t Au cut-off grade (see Comstock news
release dated December 14, 2021).
During 2017 and 2018, Comstock completed diamond drilling campaigns
targeting the Preview North zone and the Preview SW deposit
comprising 24 holes totaling 4,700 metres. Several
additional, relatively untested targets remain on the Property,
including the A, B, C, and Clearwater zones (see Figure
2).
Comstock has filed on SEDAR the 43-101 Technical Report, Preview
SW Gold Project, La Ronge,
Saskatchewan, prepared for Comstock Metals Ltd. by
Ronald G. Simpson, P.Geo., Geosim
Services Inc. Effective date September 27,
2016.
Red Cloud Securities Inc. is acting as financial advisor to
Comstock with Fogler, Rubinoff LLP acting as legal advisor.
Qualified Persons
The scientific and technical information contained in this news
release has been prepared, reviewed and approved by David Tupper, P.Geo. (British Columbia), MAS Gold's VP Exploration
and Kristopher J. Raffle, P.Geo.(British
Columbia) Principal and Consultant of APEX Geoscience Ltd.
of Edmonton, AB, on behalf of
Comstock Metals, both Qualified Persons (QP) within the context of
Canadian Securities Administrators' National Instrument 43-101;
Standards of Disclosure for Mineral Projects (NI 43-101).
MAS Gold Corp.
Jim
Engdahl
Director & CEO
Suite 420 - 789 West Pender
Street
Vancouver, British Columbia,
Canada, V6C 1H2
t:
604-685-8592
www.masgoldcorp.com
Comstock Metals Ltd.
Steven H.
Goldman
President, CEO & Director
T: 416-917-1533 Email: s.goldman@goldmanhine.com
For further information about Comstock Metals Ltd. visit
www.comstock-metals.com.
Caution Regarding Forward Looking Information and
Statements
Information set forth in this news release contains
forward-looking statements that are based on assumptions as of the
date of this news release. These statements reflect management's
current estimates, beliefs, intentions and expectations. They are
not guarantees of future performance. MAS Gold and Comstock caution
that all forward-looking statements are inherently uncertain and
that actual performance may be affected by a number of material
factors, many of which are beyond their respective control. Such
factors include, among other things: the failure to satisfy the
conditions to completion of the Proposed Transaction set forth
above, risks and uncertainties relating to MAS Gold's limited
operating history, the need to comply with environmental and
governmental regulations, results of exploration programs on their
projects and those risks and uncertainties identified in each of
their annual and interim financial statements and management
discussion and analysis. Accordingly, actual and future events,
conditions and results may differ materially from the estimates,
beliefs, intentions and expectations expressed or implied in the
forward-looking information.
The reader is cautioned that assumptions used in the preparation
of any forward-looking information may prove to be incorrect.
Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are
beyond the control of MAS Gold and Comstock. As a result, MAS Gold
and Comstock cannot guarantee that the Proposed Transaction will be
completed on the terms and within the time disclosed herein or at
all. The reader is cautioned not to place undue reliance on any
forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and MAS Gold and Comstock will
only update or revise publicly any of the included forward-looking
statements as expressly required by Canadian securities law, except
as required under applicable securities legislation. MAS Gold
undertakes no obligation to publicly update or revise
forward-looking information.
Neither 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.
SOURCE MAS Gold Corp