TSXV: NEV
VANCOUVER, July 18, 2017 /CNW/ - Nevada Sunrise Gold
Corporation ("Nevada Sunrise" or the "Company") (TSXV: NEV) is
pleased to announce that it has executed a non-binding letter of
intent (the "LOI") with Emgold Mining Corporation (TSXV: EMR,
"Emgold") to enter into an option agreement (the "Option
Agreement") on the Golden Arrow property ("Golden Arrow", or the
"Property") located 40 miles (60 kilometres) east of Tonopah in Nye
County, Nevada, USA.
The LOI provides that Nevada Sunrise will grant Emgold an option
to acquire up to an 80 percent interest in Golden Arrow in exchange
for Emgold meeting the following obligations over a 3-year period
from closing (the Transaction"):
- Cash payments to the Company totaling $250,000 (all dollar figures are quoted in
Canadian dollars);
- Issuance to Nevada Sunrise of 2.5 million units of Emgold, with
each unit consisting of one post consolidation common share and 1
transferable special warrant exercisable for one post consolidation
common share of Emgold at no cost to the Company (a "Unit");
- Incurring $2,750,000 in
exploration expenditures.
"We are very pleased that Emgold has committed to this agreement
for Golden Arrow," said Warren
Stanyer, President and CEO of Nevada Sunrise. "There are few
properties in Nevada with
established gold resources that have an approved Plan of Operations
allowing significant exploration work, and Emgold has recognized
that value. We look forward to Emgold executing their exploration
plan at Golden Arrow."
To earn an initial 51 percent interest in Golden Arrow (the
"First Option"), Emgold has agreed to the following schedule of
cash payments, common share payments and exploration
expenditures:
Cash payment of $35,000
(non-refundable) upon execution of the LOI;
- Cash payment of $215,000 and
issuance of 312,500 Units within 5 days of acceptance of the
transaction by the TSX Venture Exchange (the "TSXV") ("the Closing
Date")
- Issuance of an additional 312,500 Units within 6 months of the
Closing Date;
- Issuance of an additional 312,500 Units and exploration
expenditures of $250,000 within 12
months of the Closing Date;
- Issuance of an additional 312,500 Units within 18 months of the
Closing Date;
- Issuance of an additional 312,500 Units and exploration
expenditures of an additional $1,250,000 within 24 months of the Closing
Date.
Summary of Emgold's obligations to exercise the First Option
and earn a 51 percent interest in Golden Arrow: $250,000 cash, 1,562,500 Units and $1,500,000 in exploration expenditures.
Upon Emgold exercising the First Option, a joint venture would
be formed, and Emgold will act as operator of exploration.
Nevada Sunrise would not be obligated to contribute to exploration
expenditures until Emgold completes the second stage of the option
agreement.
To earn an additional 29 percent interest in Golden Arrow (the
"Second Option"), Emgold has agreed to the following schedule of
cash payments, common share payments and exploration
expenditures:
- Issuance of an additional 468,750 Units within 30 months of the
Closing Date;
- Issuance of an additional 468,750 Units and additional
exploration expenditures of $1,250,000 within 36 months of the Closing
Date;
Summary of Emgold's obligations to exercise the Second Option
and earn an 80 percent interest in Golden Arrow: an additional
937,500 Units and an additional $1,250,000 in exploration expenditures.
Should Emgold not have incurred $1,250,000 in exploration expenditures required
to complete the Second Option within the scheduled 12 month period,
and provided it gives written notice of its intention to extend the
Option Period to Nevada Sunrise not less than 30 days' prior to the
expiration of the Second Option, it would have an additional 12
months to incur these expenditures and its interest in the Joint
Venture would be reduced to 75 percent. During the extension
period, Nevada Sunrise would not be required to contribute to the
Joint Venture.
After its exercise of the Second Option, and provided it holds
at least a 75 percent interest in the Project, Emgold shall have
the option to purchase the Company's participating interest in
Golden Arrow, ranging from a maximum $10.0
million cash payment for a 25 percent interest to a minimum
$1.65 million cash payment for an 11
percent interest. If any party to the joint venture falls below a
10 percent interest in the joint venture, the other party will have
the option of purchasing the diluted party's remaining interest for
$1.0 million.
Nevada Sunrise and Emgold have agreed to negotiate a definitive
agreement as soon as practicable, which would include requirements
that Nevada Sunrise's shareholdings in Emgold would not be equal to
or exceed 10 percent of the then issued and outstanding shares of
Emgold until such time as Emgold has obtained shareholder approval
for the Company to become a "control person" of Emgold. Emgold's
obligation to close the transaction is subject to customary
conditions, including:
- Emgold's completion of satisfactory due diligence on the
Property;
- Emgold's completion of a minimum 10:1 consolidation of its
currently issued and outstanding common shares;
- Emgold's receipt of cash proceeds from a contemplated
post-consolidation equity financing in the amount necessary to
pay: (i) related fees and expenses of the Transaction; (ii)
the second Property payment of $215,000; (iii) general corporate overhead for 6
months; and (iii) the first 12 months of minimum Exploration
Expenditures on the Property in the amount of $250,000;
- the Board of Directors and shareholders (if necessary) of
Emgold and Nevada Sunrise approving the Transaction;
- the receipt of any regulatory approvals and third party
consents, if necessary, on terms satisfactory to the Parties,
acting reasonably, including the acceptance of the Transaction, and
the issuance of the Units to Nevada Sunrise as described above, by
the TSXV; and
- the Parties' execution of the definitive agreement and any
ancillary agreements.
The Company has agreed to deal exclusively with Emgold in
connection with the proposed option of the Golden Arrow property
for a period of 90 days, during which Nevada Sunrise and Emgold
intend to settle the definitive terms of the Option
Agreement. Emgold has the right to extend the period to
finalize the Option Agreement by up to sixty days.
About Golden Arrow
Golden Arrow consists of 357
unpatented claims and 17 patented claims on the western flank of
the Kawich Range approximately 40 miles (60 kilometres) southeast
of Tonopah, Nevada. The Property
is situated on the eastern margin of the Walker Lane Structural
Belt in a mining district with a long history of precious metals
mining and exploration.
Golden Arrow hosts an estimated Measured and Indicated
resource of 296,500 ounces of gold and 4,008,000 ounces of
silver contained in 12,172,000 tonnes at an average grade of
0.024 oz/t gold, and 0.33 oz/t silver. It also hosts an estimated
Inferred resource of 50,400 ounces gold and 1,249,000 ounces
silver contained in 3,790,000 tonnes at an average grade of
0.013 oz/t gold and 0.33 oz/t silver. Silver to gold ratio is 55 to
1; variable cutoff grades are 0.01 oz/t gold for oxide and 0.015
oz/t gold for unoxidized (resource estimates calculated by Mine
Development Associates, Reno, NV,
May 2009 – for further information
access the link to National Instrument 43-101 technical report
entitled "Updated Technical Report on the Golden Arrow Project,
Nye County, Nevada, USA", by Mine
Development Associates of Reno,
Nevada, co-authored by Steven
Ristorcelli, C.P.G., and Odin
Christensen, Ph.D., C.P.G. dated May
1, 2009, located in "Investors" at www.nevadasunrise.ca or
under Nevada Sunrise's filed public documents at
www.sedar.com).
Nevada Sunrise, through its wholly-owned Nevada subsidiary Intor Resources Corp.,
submitted a Plan of Operations (the "Plan") for Golden Arrow to the
U.S. Bureau of Land Management (the "BLM") in early 2015. The Plan
contemplates approximately 240,000 feet (73,170 metres) of drilling
in up to 240 holes to explore for new areas of gold mineralization
on the Property, and to potentially expand the known gold
resources. In February 2016, an
Environmental Assessment for Golden Arrow was filed online by the
BLM. After a period of public review, the Plan was approved on
May 11, 2016.
To review the Golden Arrow Environmental Assessment and other
documents related to the permitting process, please visit:
http://1.usa.gov/23ZvuY0
The technical information contained in this news release for
Golden Arrow was reviewed and approved by Steven Ristorcelli, C.P.G., a qualified person
as defined by National Instrument 43-101.
About Nevada Sunrise
Nevada Sunrise is a junior
mineral exploration company with a strong technical team based in
Vancouver, BC, Canada, that holds interests in nine gold and
lithium mineral exploration projects in the State of Nevada, USA.
The Company's two key gold assets include a 100% interest in the
Golden Arrow project near Tonopah,
and a 21% interest in a joint venture with Liberty Gold Corp. (TSX:
LGD, formerly Pilot Gold Inc.) at Kinsley Mountain, with each of
the properties subject to certain production royalties.
Nevada Sunrise began acquisitions of Nevada lithium properties in September 2015, which include options to earn
100% interests in the Neptune (Resolve Ventures, TSXV: RSV owns a
25% interest in Neptune), Clayton
Northeast and Triton projects, and a 100% interest in the
Aquarius project, all located in the Clayton Valley area. The
Company also holds options to earn 100% interests in the Jackson
Wash and Atlantis lithium projects, and holds a 3% gross overriding
royalty interest in in the Gemini lithium project, each located in
playas proximal to the Clayton Valley. The Company has optioned six
of its Nevada lithium projects to
Advantage Lithium Corp., (TSXV: AAL), who has earned a 51% interest
in Clayton Northeast, Triton,
Aquarius, and Jackson Wash projects, and a 50% interest in the
Gemini project. The Atlantis project is currently under option to
American Lithium Corp. (TSXV: LI).
Forward Looking Statements
All statements in this
release, other than statements of historical fact, are
"forward-looking information" with respect to Nevada Sunrise Gold
Corporation ("Nevada Sunrise") within the meaning of applicable
Canadian securities laws, including the letter of intent signed
with Emgold Mining Corporation, the amount of future exploration
work, the timing of the negotiation and completion of the Option
Agreement, and statements regarding the resource estimates at
Golden Arrow. Forward-looking information is often, but not always,
identified by the use of words such as "seek", "anticipate",
"plan", "continue", "estimate", "expect", "project", "predict",
"potential", "targeting", "intends", "believe", "potential", and
similar expressions, or describes a "goal", or variation of such
words and phrases or state that certain actions, events or results
"may", "should", "could", "would", "might" or "will" be taken,
occur or be achieved. These statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievement of Nevada Sunrise to differ
materially from those anticipated in such forward-looking
information.
Such factors include, among others, risks related to the
interpretation and actual results of historical exploration at the
Golden Arrow property; the results of Emgold's due diligence on the
Golden Arrow property; the satisfaction of the conditions to
closing set out above, including Emgold's third party financing,
share consolidation and regulatory approvals; reliance on technical
information provided by third parties on any of our exploration
properties, including access to historical information on the
Golden Arrow property; current exploration and development
activities; changes in project parameters as plans continue to be
refined; current economic conditions; future prices of commodities;
possible variations in grade or recovery rates; the failure of
equipment to operate as anticipated; the failure of contracted
parties to perform; labor disputes and other risks of the mining
industry; delays in obtaining governmental approvals; delays in
financing or in the completion of exploration, as well as those
factors discussed in the section entitled "Risk Factors" in the
Company's Management Discussion and Analysis for the Six Months
Ended March 31, 2017, which is
available under Company's SEDAR profile at
www.sedar.com.
Although Nevada Sunrise has attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
information, there may be other factors that cause actions, events
or results not to be as anticipated, estimated or intended. There
can be no assurance that such information will prove to be accurate
as actual results and future events could differ materially from
those anticipated in such statements. Nevada Sunrise disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise. Accordingly, readers should not place undue reliance
on forward-looking information.
Forward-looking statements are made as of the date hereof and
accordingly are subject to change after such date. Except as
otherwise indicated by Nevada Sunrise, these statements do not
reflect the potential impact of any non-recurring or other special
items or of any dispositions, monetizations, mergers, acquisitions,
other business combinations or other transactions that may be
announced or that may occur after the date hereof. Forward-looking
statements are provided for the purpose of providing information
about management's current expectations and plans and allowing
investors and others to get a better understanding of our operating
environment. Nevada Sunrise does not undertake to update any
forward-looking statements that are included in this document,
except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of TSX Venture
Exchange) accepts responsibility for the adequacy of accuracy of
this release. The Securities of Nevada Sunrise Gold Corporation
have not been registered under the United States Securities Act of
1933, as amended, and may not be offered or sold within
the United States or to the
account or benefit of any U.S. person.
SOURCE Nevada Sunrise Gold Corporation