/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
Dr. Eric Roth
to be appointed Director, President and CEO upon closing
TSX-V: NDR
VANCOUVER, Feb. 20, 2018 /CNW/ - New Dimension Resources
Ltd. (TSXV: NDR) (the "Company" or "New Dimension") is pleased to
announce that it has entered into property acquisition agreements
to acquire a 100% interest in the Las Calandrias, Los Cisnes, and
Sierra Blanca gold-silver projects
located in Santa Cruz province,
Argentina (together, the "Santa
Cruz Properties") from Sandstorm Gold Limited (TSX: SSL, NYSE:
SAND)("Sandstorm"). The portfolio, totaling 86,000 hectares
(ha), was previously controlled by Mariana Resources Limited
("Mariana"), which was acquired by Sandstorm in July 2017.
Santa Cruz portfolio - the
Company presents the following project highlights:
- Las Calandrias Property – advanced epithermal
gold-silver project that hosts an Indicated mineral resource of
491,000 ounces ("oz") gold equivalent ("AuEq"1) @ 1.29
g/t AuEq, and an Inferred mineral resource of 28,000 AuEq oz @ 1.02
g/t AuEq. The Indicated mineral resource includes a contribution of
49,000 AuEq oz @ 9.35 g/t AuEq (3 g/t AuEq cut-off, undiluted) from
the Calandria Norte vein.
Numerous drill-ready, high-grade gold-silver targets within both
the Las Calandrias concession and immediate district have been
identified.
- Los Cisnes Property – high-grade silver-gold
epithermal vein system located 75km SW of Yamana Gold's
Cerro Moro gold-silver mine.
Previously drilled by Mariana, Los Cisnes encompasses a
4km2 area, with two main target zones identified to
date: El Brio (high-grade silver veins) and El Solar (bulk tonnage
mineralization).
- Sierra Blanca
Property – high-grade silver-gold vein field with four
targets identified to date along >22 km of cumulative strike
length supported by extensive channel sampling completed by
Mariana. Sierra Blanca is located
40km NNW of Anglogold Ashanti's Cerro
Vanguardia gold-silver mine.
Approximately C$25 million has
been previously spent exploring the Santa Cruz Properties.
1 AuEq oz
reported herein have been calculated by New Dimension: the
independent mineral resource estimate
prepared by Mine Development Associates reports mineralized tonnes,
gold, silver, and gold equivalent grades, and
gold and silver ounces separately (see Table 1). The Company
has calculated AuEq oz with reference to a cut-off
grade of 0.3 g/t AuEq for oxide and transition material, and 0.7
g/t AuEq for primary, and by multiplying mineralized
tonnes by AuEq grade, dividing by 31.1, and assuming 100%
metallurgical recovery.
|
Proposed appointment of Eric
Roth as President & CEO and Director
Upon
successful closing of the transactions described herein,
Eric Roth, Ph.D. (Economic Geology),
F.AusIMM, F.SEG, and former Chief Operating Officer of Mariana
Resources, will be appointed President and Chief Executive Officer
and Director of the Company. It is expected that Fred Hewett, current President & CEO, and
director of the Company will be appointed Chairman of the Board.
In addition, the board of directors expects to nominate Mr.
Glen Parsons (former Mariana CEO)
for election to the board of directors at the Company's next
AGM.
"This acquisition marks a significant step in the transformation
of the Company. Upon successful completion of the
transactions, I look forward to welcoming Dr. Eric Roth as President and Chief Executive
Officer," stated Fred Hewett,
President & CEO. "Dr. Roth, with his proven technical and
financial expertise has an exceptional track record of success
including Mariana Resources, which was acquired by Sandstorm Gold
in 2017 for US$ 175 million, and
Extorre Gold Mines, which was acquired by Yamana Gold in 2012 for
C$ 440 million."
"I am very pleased to be joining New Dimension, whose primary
focus will be the discovery of high grade gold deposits in the
prospective and mining-friendly jurisdictions of Santa Cruz Province, Argentina, and Ontario and Manitoba, Canada," stated Dr. Eric Roth. "With a stabilized political
and financial environment in Argentina, rising commodity prices and a
portfolio of quality assets that boast a significant resource base
and numerous drill-ready high-grade gold and silver targets, I look
forward to advancing the portfolio and unlocking the potential of
these high-quality assets."
The Santa Cruz
Properties
The Santa Cruz Properties consist of three gold-silver projects:
Las Calandrias, Los Cisnes, and Sierra
Blanca, all of which are located in the highly mineralized
Deseado Massif geological terrane, in mining-friendly Santa Cruz province. Important
gold-silver mining operations in the Deseado Massif, one of the
world's key destinations for epithermal gold-silver deposits,
include AngloGold Ashanti's Cerro
Vanguardia mine, Goldcorp's Cerro
Negro mine, and Yamana Gold's Cerro
Moro mine (first production expected in H1 2018). Each of
the Santa Cruz Properties is well located with respect to key
infrastructure (especially power and good road access), are close
to existing mines, and may be explored all year round (see Santa
Cruz Properties map at: NDR Presentation - Argentina
Projects.
Las Calandrias Property
Las Calandrias is the most advanced mineral project in the
Santa Cruz portfolio. Las
Calandrias is host to a mineral resource estimated by Mine
Development Associates ("MDA") as follows:
Table 1. Las Calandrias Mineral Resource Estimate ("MDA")
Category
|
Tonnes
|
Au
(g/t)
|
Ag
(g/t)
|
AuEq
(g/t)
|
Au
(oz)
|
Ag
(oz)
|
Indicated
|
11,840,000
|
1.00
|
17.40
|
1.29
|
381,000
|
6,624,000
|
Inferred
|
870,000
|
0.93
|
5.17
|
1.02
|
25,900
|
144,000
|
|
Calculated using a
variable cutoff accounting for varying metallurgical recoveries:
0.3 AuEq/t for oxide and transition material,
and 0.7 AuEq/t for primary. Gold equivalent grades are
calculated by dividing silver grades by 60, adding this value to
the gold
grade, and with no differences in metallurgical recovery for gold
and silver.
|
This mineral resource estimate is effective as of February 20, 2018, and includes contributions
from both the bulk tonnage, rhyolite dome-hosted Calandria Sur deposit and the high-grade gold
Calandria Norte vein/breccia system.
The resource estimate was completed by Steven Ristorcelli, of MDA, an Independent
Qualified Person as defined by National Instrument 43-101
Standards of Disclosure for Mineral Projects ("NI 43-101").
Further details of the estimation methods and procedures will
be available in an updated NI 43-101 report, which will be filed on
SEDAR (www.sedar.com), within 45 days from the date of this news
release. Mineral Resources which are not Mineral Reserves
have not yet demonstrated economic viability. The estimate of
mineral resources may be materially affected by environmental,
permitting, legal, title, taxation, sociopolitical, marketing, or
other relevant issues.
Upon closing the focus of field activities at Las Calandrias is
expected to be further evaluation of four high-grade gold-silver
vein/breccia systems (La Morena, El Nido Norte, Las Calandrias
feeders, and Refugio), all of which are located in the vicinity of
the Calandria Norte vein system, and all largely untested by
Mariana.
Recent third-party activity in the Las Calandrias District has
included the construction of the nearby Minera Don Nicolas gold-silver mine (a 1,000
tonne-per-day Carbon-in-Leach
facility), and the Oceana Gold-Mirasol exploration JV on the
adjacent La Curva property.
Los Cisnes Property
The Los Cisnes project contains two main targets, the high-grade
silver Brio vein/breccia system and the El Solar dome-hosted, bulk
tonnage gold-silver target. Most recent activities undertaken by
Mariana included a focus on the high-grade Brio vein, where
previous surface sampling returned significant high-grade
silver. In 2015, Marianna completed a scout drill program at
Los Cisnes with very positive results, including the Brio discovery
hole announced by Marianna on August 24,
2016.
Sierra Blanca Property
At Sierra Blanca, the Company's
focus will be the identification and delineation of high-grade
gold-silver shoots within the 22km strike extent of this extensive
and mostly underexplored, intermediate sulfidation epithermal vein
system. Four priority targets have been identified to date
consisting of: Achen-Chala, Trafwe, Lucila, and Vetarron.
Exploration by Mariana identified high-grade silver (-gold)
in the oxidized / supergene enriched central portion of the Chala
vein.
Acquisition Agreement
New Dimension has agreed
to acquire a 100% interest in the Santa Cruz Projects through an
agreement dated February 19, 2018
amongst Sandstorm, New Dimension and certain subsidiaries of each
entity. New Dimension will provide consideration to
Sandstorm of:
- A C$400,000 amount payable to
Sandstorm in cash or shares at New Dimension's election on each
anniversary of the acquisition, until December 31, 2032 or earlier if certain events
occur, including commencement of commercial production;
- a 2% net smelter returns royalty ("NSR") on each of the Santa
Cruz Properties, pursuant to NSR agreements.
The acquisition agreements will be made available on the
Company's SEDAR profile at www.sedar.com. New Dimension is not
required to obtain shareholder approval.
Share Consolidation and Private Placement with
Participation of Sandstorm
Concurrent with, or prior to,
the closing of the acquisition of the Santa Cruz Projects, the
transactions above, the Company intends to consolidate its common
shares on the basis of one (1) post-consolidated share for every
2.5 pre-consolidation shares and to complete a non-brokered private
placement of up to 27,272,727 post-consolidated shares ("New NDR
Shares") at a price of C$0.11 per New
NDR Share for gross proceeds of C$3,000,000, subject to TSX Venture Exchange
("TSXV") approval.
Proceeds from the Private Placement will be used for exploration
and business development activities focused on advancing the
Argentinean portfolio. Completion of the Private Placement is
a condition to the closing of the acquisition of the Santa Cruz
Properties.
In addition, pursuant to the terms and conditions of the
acquisition agreement, the Company agreed to settle US$432,838 in debt owing to Sandstorm and its
affiliates by issuing to Sandstorm and its affiliates such number
of New NDR Shares having a value equal to the outstanding debt,
subject to TSXV approval.
The Company also anticipates that Sandstorm will participate in
the Private Placement.
It is furthermore anticipated that insiders of New Dimension
will also participate in the Private Placement on the same terms
and conditions as arm's length subscribers. New Dimension may
pay commissions and finders' fees in connection with the
financing.
Approvals
The acquisition and private placement
are subject to certain conditions, including receipt of all
necessary consents and regulatory approvals, including the approval
of the TSXV. All securities issued under the private
placement will be subject to a hold period of four months from the
date of issuance of the securities.
Closing of the Financing is scheduled to occur on or about
March 29, 2018, subject to applicable
regulatory and other approvals, including approval of the TSXV.
Trading in the shares of New Dimension is halted at present.
It is uncertain if the Company's shares will resume trading
until the acquisitions are completed.
On Behalf of the Board of New Dimension Resources Ltd.
"Fred G.
Hewett"
___________________________
Fred G. Hewett,
P.Eng.
President & CEO
About New Dimension Resources Ltd.:
New Dimension is engaged in the acquisition, exploration and
development of quality mineral resource properties throughout the
Americas with a precious metal focus. The Company currently
holds an option on the Savant Lake
(Ontario) and an interest in the Domain (Manitoba) gold properties in Canada, and upon closing of the transaction
described in this release will hold a 100% interest in three
Advanced Gold-Silver Projects, in Santa
Cruz, Argentina.
Qualified Persons and Disclosure Statement
The
technical information in this news release has been prepared in
accordance with Canadian regulatory requirements set out in NI
43-101, and approved by Scott
Heffernan, M.Sc., P.Geo., a director of the Company and a
Qualified Person under NI 43-101.
Cautionary Notes and Forward-looking
Statements
This news release may contain forward
looking statements which are not historical facts, such as
statements of belief of similarity of geological characteristics or
features, statements of unverified drilling and sampling results
and expectations of receipt of permits and plans for future
work. Forward looking statements involve a number of risks
and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties
include, but are not limited to, unexpected geological factors,
exploration results, results of verification work and unanticipated
regulatory obstacles. See New Dimension's filings for a
more detailed discussion of factors that may impact expected
results.
This news release contains forward-looking information within
the meaning of applicable securities
legislation. Forward-looking information is typically
identified by words such as: believe, expect, anticipate,
intend, estimate, postulate and similar expressions, or are those,
which, by their nature, refer to future events. Such
statements include, without limitation, statements regarding the
future results of operations, performance and achievements of New
Dimension, including completion of the acquisition of the Santa
Cruz Properties, trading of the Company's shares, the appointment
of directors and officers of New Dimension, and receipt of all
necessary regulatory and third-party approvals required in
connection with the acquisition and the Private Placement.
Although the Company believes that such statements are
reasonable, it can give no assurances that such expectations will
prove to be correct. All such forward-looking
information is based on certain assumptions and analyses made by
New Dimension in light of their experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors management believes are
appropriate in the circumstances. This information, however, is
subject to a variety of risks and uncertainties and other factors
that could cause actual events or results to differ materially from
those projected in the forward-looking information. Important
factors that could cause actual results to differ from this
forward-looking information include those described under the
heading "Risks and Uncertainties" in New Dimension's most recently
filed MD&A. New Dimension does not intend, and expressly
disclaims any obligation to, update or revise the forward-looking
information contained in this news release, except as required by
law. Readers are cautioned not to place undue reliance on
forward-looking information.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
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
to be offered in the Private Placement have not been and will not
be registered under the United States Securities Act of 1933, as
amended, or any state securities laws and may not be offered or
sold in the United States or to,
or for the benefit or account of, a person in the United States, except pursuant to an
available exemption from such registration requirements.
SOURCE New Dimension Resources Ltd.