Desert Gold Receives Conditional Exchange Approval for Acquisition of TransAfrika Belgique S.A.
November 18 2011 - 5:19PM
PR Newswire (Canada)
/NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/ TSX Venture Symbol: DAU
TORONTO, Nov. 22, 2011 /CNW/ - Further to its press release of
October 5, 2011, Desert Gold Ventures Inc. (the "Company" or
"Desert Gold") is pleased to announce that the TSX Venture Exchange
(the "Exchange") has conditionally approved its proposed
acquisition (the "Acquisition") from TransAfrika Resources Cyprus
Limited (the "Vendor") of all of the outstanding shares of
TransAfrika Belgique S.A. ("TransAfrika"), a private Belgian
company which owns interests in three advanced exploration-stage
gold deposits in central and western Africa through subsidiaries in
Rwanda, Mali and Senegal. A Filing Statement prepared in connection
with the Acquisition has been filed with the Exchange and the
applicable Canadian securities regulators, and shareholders are
encouraged to review the Filing Statement by visiting Desert Gold's
SEDAR profile at www.sedar.com. In accordance with National
Instrument 43-101 - Standards of Disclosure for Mineral Projects of
the Canadian Securities Administrators ("NI 43-101"), technical
reports relating to TransAfrika's material mineral properties in
Rwanda and Mali (the "Material Properties") were also filed with
the Exchange and the relevant Canadian securities regulators and
are accessible under Desert Gold's SEDAR profile. Subject to
customary closing conditions, Desert Gold expects to formally
complete the Acquisition on or about November 28, 2011, at which
time, inter alia: -- TransAfrika will become a wholly-owned
subsidiary of Desert Gold; -- As consideration for the Acquisition,
Desert Gold will issue 20,000,000 common shares to the Vendor and
its nominees at an ascribed value of $0.75 per share. (Please refer
to the Filing Statement for details concerning the proposed
allocation of the Desert Gold consideration shares.) As described
in the Filing Statement, Desert Gold will be required to issue a
further 12,000,000 common shares, in the aggregate, to the Vendor
and its nominees in the event that within a two year period from
closing of the Acquisition, Desert Gold publishes an NI 43-101
compliant resource calculation disclosing that the Material
Properties contain at least an additional 1,000,000 ounces of gold
or gold equivalent in the inferred mineral resource category; --
the $3,712,250 of escrowed subscription proceeds from the recent
offering (the "Financing") of Desert Gold subscription receipts
will be released to Desert Gold, thereby allowing it to fund the
recommended phase I work programs for the Material Properties. Each
of the 4,949,665 subscription receipts issued in the Financing will
convert automatically into one Desert Gold common share and
one-half of one common share purchase warrant. (The terms of the
Financing are more particularly described in the Company's press
release of October 5, 2011); -- the Board of Directors and senior
management of Desert Gold will consist of the following
individuals: Mohd Ayub Khan, Non-Executive Chairman of the Board of
Directors; Roeland van Kerckhoven, President, CEO and Director;
Jared Scharf, Chief Financial Officer and Secretary; Louw van
Schalkwyk, Vice-President, Exploration and Director; Theo
Christodoulou, Director; Thomas R. Tough, Director; and Sonny
Janda, Director. (Please refer to the Filing Statement for selected
biographical information relating to each of the foregoing
persons.) About TransAfrika Belgique S.A. TransAfrika has acquired
a portfolio of advanced mineral projects in Central and West Africa
the most important of which include: Rwanda: TransAfrika,
through its wholly owned subsidiary TransAfrika Rwanda Gold Ltd.,
has acquired 100% ownership of two exploration permits in the two
main gold domains in Rwanda. These include permit No
107/16.03/05 issued on 13 November 2007 covering 90,119 hectares
("ha") (Byumba) and 7,044 ha (Rusizi), and permit No 0040/16.03/05
issued on 1 September 2008 covering 14,754 ha (Nyamugali) and 684
ha (Rusizi Extension). The exploration permits lie within the
Central African Kibaran Orogen stretching from Katanga, Democratic
Republic of Congo, into Uganda. The Kibaran hosts Banro's
Twangiza, Namoya, Lugushwa and Kamitunga deposits with a total
resource of 10.5 million ounces of gold ("Au"). Whilst Rwanda hosts
a number of coltan, tin and tungsten mines as well as small
artisanal gold mines, TransAfrika's Byumba Project is the first
significant gold resource discovered in the country. The
Byumba Project is located in the Gicumbi District in the Northern
Province of the Republic of Rwanda. A diamond drilling program,
comprising 33 holes for 5,183 m was carried out between July 2008
and August 2009 by TransAfrika on the Byumba Project and an
inferred resource of 5,551 kt at a grade of 1.48 g/t for 265,000
ounces Au was declared for the Rubaya deposit. Mineralization is of
the disseminated type and occurs in 14 parallel higher grade zones
within a broad mineralized zone of up to 80 m wide and is expected
to be amenable to open pit mining. Drilling tested the
mineralization over a strike of 1,160 m. The Rubaya deposit
is open down dip and along strike and has yet to be fully
delineated. The next phase of drilling is intended to increase the
resource. To date TransAfrika has spent USD $7.6 million in
exploration expenses in respect of its properties in Rwanda.
Mali: TransAfrika, through its subsidiaries and joint venture
agreements, has three exploration permits (EP) focused on gold in
Mali. The permits in Mali are held by TransAfrika Mali SA, a joint
venture company incorporated in Mali held 74% by TransAfrika and
13% by each of the two joint venture partners. The permits include
Farabantourou, PR08/3549 covering 112 km(2), Loulo-Est, PR 08/349
covering 52 km(2) and Segala-Ouest, PR 09/396 covering 16
km(2). The permits are underlain by Birimian
volcano-sedimentary formations of the Kenieba inlier. Several
world class gold mines occur within the Kenieba inlier, including
Loulo, Sadiola, Yatela, Tabakoto, Segala and Sabodala.
Realization of the importance of the Birimian rocks as the major
source of gold in West Africa led to a series of discoveries and
mine development over the last two decades in the West African
countries of Ghana, Ivory Coast, Guinea Mali and Burkino Faso,
leading to Ghana and Mali becoming the second and third largest
producers of gold in Africa. The Senegal-Mali Fault Zone ("SMFZ")
straddles the Farabantourou permit. Mines associated with the
SMFZ include Loulo (11.5 million ounce gold resource) and Sadiola
(9.2 million ounce gold resource). The Loulo-Est and Segala
Ouest permits are adjacent to the Segala/Tabakoto Mines (3.32
million ounce gold resource) of Avion Gold Corp., a TSXV issuer,
with gold mineralization extending from the Segala Mine onto the
Segala Ouest permit. All of these mines are open pit
operations with underground potential. The TransAfrika
permits have potential to host similar deposits. Since acquiring
the permits, TransAfrika has conducted exploration work on these
permits including soil sampling, trenching, auger drilling, IP
surveys, reverse circulation ("RC") drilling and diamond drilling.
On Loulo-Est, TransAfrika drilled 60 RC holes and 12 diamond drill
holes on soil anomalies for a total of 8,224 m. 29 of the holes
intersected more than 1 g/t Au. Intersections include values of up
to 21 g/t Au over 1 m and intersection widths of up to 7 m at 1.95
g/t Au. Between 2001 and 2003, 823 RC holes were drilled on
Farabantourou for a total of 53,139 m. This drilling program
was a follow-up on targets identified by geochemical surveys,
aeromagnetic surveys and artisanal workings. Gold
mineralization was discovered in six areas; Barani, Barani East,
Keniegoulou, Dambamba, Kousilli and Linnguekoto. Significant
mineral intercepts include 4 m at 9.31 g/t Au and 6m at 7.90 g/t Au
at Barani East, 4 m at 5.90 g/t Au and 20 m at 1.62g/t Au at
Keniegoulou, 7 m at 2.04 g/t Au and 12 m at 1.88 g/t Au at Dambamba
and 4 m at 6.16g/t Au at Kousilli. Further TransAfrika
drilling gave values of 1.26 g/t over 18 m. Since 2008
TransAfrika spent a total of USD $5.4 million in exploration
expenses in respect of its properties in Mali. NI 43-101-compliant
technical reports for each of the Material Properties were prepared
by Coffey Mining, an independent geological consulting firm. The
authors Mark McKinney, Janine Flemming and Kathleen Body are
Qualified Persons as defined by NI 43-101 for the purposes of this
news release. Copies of the technical reports are available
on under Desert Gold's SEDAR profile at www.sedar.com. About Desert
Gold Ventures Inc. Desert Gold Ventures Inc. is an advanced
exploration and development company which holds a 50% participating
interest in a joint venture agreement with Kinross Goldbanks Mining
Company (a subsidiary of Kinross Gold Corporation) of Toronto,
Ontario in respect of the Goldbanks Mining property located in
Pershing County, Nevada, USA. This news release does not constitute
an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available. All dollars in this release
are in Canadian funds. Completion of the transaction is subject to
a number of conditions, including final TSXV acceptance. 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 a Filing Statement prepared in connection
with the transaction, any information released or received with
respect to the Proposed Transaction may not be accurate or complete
and should not be relied upon. Trading in the securities of Desert
Gold should be considered highly speculative. 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 RELEASE. For
further information on Desert Gold Ventures Inc. please visit our
website at: www.desertgold.ca FORWARD-LOOKING STATEMENTS This press
release includes certain "forward-looking statements". All
statements regarding the ability of the Company to successfully
complete the Acquisition, to successfully integrate the businesses
of Desert Gold and TransAfrika and to delineate new resources in
proposed drilling programs are forward-looking statements that
involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. All statements that are not
historical facts, including without limitation statements regarding
future estimates, plans, objectives, assumptions or expectations of
future performance, are "forward-looking statements". We
caution you that such "forward looking statements" involve known
and unknown risks and uncertainties that could cause actual results
and future events to differ materially from those anticipated in
such statements. Such risks and uncertainties include the
inability of the Company to close the Acquisition and the
concurrent financing due to the state of the capital markets and
other factors, including those risk factors discussed in the
Company's filings with Canadian securities regulatory
agencies. The Company expressly disclaims any obligation to
update any forward-looking statements except as may be required by
law. Desert Gold Ventures Inc. CONTACT: Jared Scharf, Chief
Financial OfficerTel. (416) 662-3971e-mail:
jared.scharf@desertgold.ca
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