September 14, 2021 - Bedford, NS - InvestorsHub NewsWire -
(TSXV:SSE) - Silver Spruce Resources, Inc. ("Silver Spruce" or the
"Company") is pleased to announce that it has signed a Definitive
Agreement with two parties (the "Vendors") to acquire 100% of three
early-stage gold exploration properties, Mystery, Till and Marilyn,
(the "Property" or the "Properties") located near Grand Falls,
Newfoundland, Canada, 20-25 kilometres west of New Found Gold
Corp.'s Queensway project and 15-35 kilometres south of Sokoman
Minerals Corp.'s Moosehead gold project.
Figure 1. Location Map of Mystery, Till and Marilyn Gold
Properties in the Exploits Subzone Gold Belt (Image adapted from
exploits.gold).
"We expedited our initial site visit on the Properties during
the week of August 23rd and given the positive initial report on
the mineral and rock textures potentially related to shallow
epithermal and/or orogenic vein-style mineralization, we are
pleased to move forward with this Definitive Agreement with the
Vendors," said Greg Davison, Silver Spruce VP Exploration and
Director. "We believe that this is a timely opportunity to acquire
these Properties given their strategic location in a very active
exploration camp, displaying prospective geology with only limited
exploration and no history of drilling, and proximal to regional
and secondary structural features defined by the geophysical and
geological coverage. We have started building out the project
ArcGIS database and investigating the most up-to-date and
appropriate geochemical and geophysical techniques to conduct a
Fall 2021 Phase 1 exploration program."
The Properties are well situated in exploration logistics,
located close to each other and <10-25 kilometres southeast and
south by road from Grand Falls, Newfoundland. The Properties are
located <50 kilometres from the Gander International Airport and
are easily accessible from major paved roads and local logging and
bush roads and trails largely by vehicles and more remote areas by
ATV.
The 8,750-hectare project is located within the Exploits
Subzone, an extensive area of mineral exploration activity and
discoveries over the past two years (Figure 1). The region is
structurally complex and located, in large part, between two major
crustal lineaments, the Grub Line and Valentine Lake Faults.
Numerous major to lesser sub-parallel features merge and bifurcate
along strike and are transected by NW and EW-trending faults. These
deep-seated structures, which juxtapose geological terranes over
hundreds of kilometres, are key to the location and formation of
orogenic gold deposits containing several million ounces of gold as
reported by a number of junior companies in the district. Though
younger, the lineaments are very similar to those of the Abitibi
Gold Belt in Ontario and Quebec in scale, splaying surface
expression and wide distribution of mineral endowment, though in an
earlier stage of overall exploration and development.
"We look forward to working in Newfoundland which offers a
favorable regulatory environment, supportive communities,
outstanding provincial geological survey, near year-round operating
conditions, excellent property access and of principal importance,
significant potential for new deposits as indicated by the number
and quality of recent successful exploration projects," said Greg
Davison, Silver Spruce VP Exploration and Director. "The Company's
decision to add multiple properties to our portfolio in
high-quality jurisdictions will give shareholders more
opportunities for notable discoveries."
Due Diligence
Silver Spruce contracted a Newfoundland-based professional
geologist to visit the properties with one of the Vendors. They
travelled to the Mystery and Marilyn properties, shown in Figures 2
and 3 respectively, examined the geology, verified sample locations
for the historical assays and collected new rock samples, thirteen
of which were submitted to ALS Global for analysis, and took
photographs of pertinent topography, geomorphology, geological
exposures, access and types of vegetation. The four claims on the
Till property were not evaluated during the site visit. Additional
rock samples and splits of assay samples were shipped by courier to
the Company's QP for forthcoming examination by optical microscopy.
The results of the due diligence rock geochemistry for thirteen
samples are expected from ALS Global in due course.
Figure 2. Mystery claims transected by the Great Rattling
Brook. Due diligence sampling sites indicated.
Figure 3. Marilyn claims, southeast of Grand Falls, transected
by the Bay d'Espoir Highway. Due diligence sampling sites
indicated.
A selection of historical assays reported for precious and base
metals and pathfinder elements from 123 samples collected from
Mystery and Marilyn are shown in Table 1. Eighteen samples reported
Au >0.5 g/t (max. 12.5 g/t Au). Cu values were reported up to to
9.85% with minor Ag, Pb and Zn. Arsenic was highly anomalous with
values for 36 samples over the 2200 ppm upper limit for Inductively
Coupled Plasma (ICP-OES) analysis, strongly associated with
elevated Au values and displayed generally as minor to abundant
arsenopyrite (see Figure 4).
Table 1. Select analyses from historical exploration on the
Mystery and Marilyn properties - n=123 The samples represent those
with Au, Ag and base metal (Cu, Pb, Zn) values in the 90th
percentiles for each element from a total of 123 samples
analysed.
Multiple surface occurrences are reported of agate chalcedony to
colloform and crystalline silica veining and multi-phase breccias
(see Figures 4 and 5), carbonate replacement by quartz, and
open-space filling quartz and calcite, all textures indicative of
the upper zones of epithermal systems and epizonal to mesozonal
structural conduits in orogenic systems, and are accompanied by Au
and arsenopyrite, stibnite, chalcopyrite, bornite and Cu carbonate
mineralization in several host lithologies including quartz, black
shale and other sediments, ultramafics and gabbro.
Figure 4. Left - Epithermal silica veining outcropping along
Great Rattling Brook. Right - Quartz float with arsenopyrite,
sample grade reported as 12.5 g/t Au, 3.2 g/t Ag with anomalous As
and Bi.
Figure 5. Polished samples showing epithermal chalcedonic
silica veining with complex depositional and compositional banding,
open space filling and multi-stage brecciation from Mystery
property.
Terms of Agreement
Silver Spruce had a 30-day window after signing the LOI (see
Press Release August 16th, 2021) to carry out its due diligence and
prepare a Definitive Agreement ("DA") for the Property
acquisition.
The principal terms to purchase 100% interest in the Properties
include cash payments and Silver Spruce common shares, with
CAD$40,000 in cash and 1,000,000 shares on signing, and escalating
payments of CAD$575,000 and 9,000,000 shares spread over five years
on the anniversary date of TSX Venture Exchange approval. The
minimum work expenditures over the life of the agreement total
CAD$1,500,000. All financial terms are in Canadian dollars.
A finder's fee is payable on the acquisition pursuant to the
guidelines of the TSX Venture Exchange.
Upon TSX acceptance for the DA, Silver Spruce will earn a 100%
interest in the Property by paying the following cash payments to
the Vendors or their nominee(s):
- $40,000 collectively upon receipt by the Purchaser of the
Conditional Acceptance of the Exchange of this Agreement;
- $50,000 collectively upon the first anniversary of the date of
the Final Exchange Bulletin;
- $75,000 collectively upon the second anniversary of the date of
the Final Exchange Bulletin;
- $100,000 collectively upon the third anniversary of the date of
the Final Exchange Bulletin;
- $150,000 collectively upon the fourth anniversary of the date
of the Final Exchange Bulletin;
- $200,000 collectively upon the fifth anniversary of the date of
the Final Exchange Bulletin; and
issuing to the Vendors or their nominee(s) from treasury the
following Shares:
- 1,000,000 common shares collectively upon receipt by the
Purchaser of the Conditional Acceptance of the Exchange of this
Agreement;
- 1,000,000 common shares collectively upon the first anniversary
of the date of the Final Exchange Bulletin;
- 1,250,000 common shares collectively upon the second
anniversary of the date of the Final Exchange Bulletin;
- 1,500,000 common shares collectively upon the third anniversary
of the date of the Final Exchange Bulletin;
- 2,000,000 common shares collectively upon the fourth
anniversary of the date of the Final Exchange Bulletin;
- 3,250,000 common shares collectively upon the fifth anniversary
of the date of the Final Exchange Bulletin; and
incurring a minimum of $1,500,000 in Expenditures on the
Property as follows:
- $150,000 in property expenditures by the first anniversary of
the date of the Final Exchange Bulletin; and
- $200,000 in additional property expenditures by the second
anniversary of the date of the Final Exchange Bulletin; and
- $250,000 in additional property expenditures by the third
anniversary of the date of the Final Exchange Bulletin; and
- $300,000 in additional property expenditures by the fourth
anniversary of the date of the Final Exchange Bulletin; and
- $600,000 in additional property expenditures by the fifth
anniversary of the date of the Final Exchange Bulletin.
Upon completion of the above terms in to earn a 100% interest in
the Property, and the Title Transfer, the Vendors will reserve,
retain and hold a 2% net smelter return royalty as described in the
Royalty Agreement (the "Royalty").
An advance payment against the Royalty payable by the Purchaser
to the Vendors in the amount of $15,000 will be made on an annual
basis starting on the 6th anniversary of the date of the Final
Exchange Bulletin.
The Company shall be entitled, at any time in its sole
discretion, upon written notice to the Vendors, to buy back 1% of
the Royalty for $2,000,000, and shall have the right to buy back
the remaining 1% of the Royalty from the Vendors at any time at a
prevailing market price.
Geochemical Analysis, Quality Assurance and Quality Control
Rock samples were collected, packaged and delivered by the
Company's contract professional geologist to a courier service for
shipment to the ALS sample preparation facility in North Vancouver,
British Columbia, Canada. ALS Global is a facility certified as ISO
9001:2008 and accredited to ISO/IEC 17025:2005 from the Standards
Council of Canada.
Pulps (50gram split) were submitted for Au analysis by Fire
Assay with Atomic Absorption finish (Au-AA24) and Four Acid
Digestion with Inductively Coupled Plasma Atomic Emission
Spectrometry (ICP-AES) multi-element analyses (ME-ICP61m).
Given the small size of the sample suite, no additional in-house
quality control samples (blanks, standards, duplicates, preparation
duplicates) were inserted into the sample set. ALS Global conducts
its own internal QA/QC program of blanks, standards and duplicates,
and the results are provided with the Company sample certificates.
The results of the ALS control samples will be reviewed by the
Company's QP and evaluated for acceptable tolerances. All sample
and pulp rejects will be stored at ALS Global pending full review
of the analytical data, and future selection of pulps for
independent third-party check analyses, as requisite.
All of the metal values disclosed herein for the Mystery and
Marilyn properties by past operators, including the Vendors, and by
Silver Spruce are reported from grab samples which may not be
representative of the metal grades, or the metal grade
distribution, and those from previous exploration efforts must be
considered as historical in nature. The Company has reviewed the
historical certificates, where available, and conducted data
verification sampling on the known areas of mineralization with a
view to to confirm the presence and tenor of metal values. The
verification sample results are pending from ALS.
The Company believes that the analytical protocols and data will
withstand scrutiny for inclusion. Sample grades reported by element
in the technical documentation and analytical certificates range
from detection limit (based on the specific instrumentation and by
element) to anomalous values which represent and include select
samples and are reported as 'up to' the maximum values and/or
ranges presented. Average values may be reported for select suites
of samples in which the sample frequency is indicated and which
only represent metal grades from those samples.
Qualified Person
Greg Davison, PGeo, Silver Spruce VP Exploration and Director,
is the Company's internal Qualified Person for the Mystery, Marilyn
and Till Projects and is responsible for approval of the technical
content of this press release within the meaning of National
Instrument 43-101 Standards of Disclosure for Mineral Projects
("N.I. 43-101"), under TSX guidelines.
About Silver Spruce Resources Inc.
Silver Spruce Resources Inc. is a Canadian junior exploration
company which has signed Definitive Agreements to acquire 100% of
the Melchett Lake Zn-Au-Ag project in northern Ontario, and with
Colibri Resource Corp. in Sonora, Mexico, to acquire 50% interest
in Yaque Minerales S.A de C.V. holding the El Mezquite Au project,
a drill-ready precious metal project, and up to 50% interest in
each of Colibri's early stage Jackie Au and Diamante Au-Ag
projects, with the three properties located from 5 kilometres to 15
kilometres northwest from Minera Alamos' Nicho deposit,
respectively. The Company also is acquiring 100% interest in the
drill-ready and fully permitted Pino de Plata Ag project, located
15 kilometres west of Coeur Mining's Palmarejo Mine, in western
Chihuahua, Mexico. Silver Spruce has signed a Definitive Agreement
to acquire 100% interest in three exploration properties in the
Exploits Subzone Gold Belt, located 15-40 kilometres from recent
discoveries by Sokoman Minerals Corp. and New Found Gold Corp.,
central Newfoundland. Silver Spruce Resources Inc. continues to
investigate opportunities that Management has identified or that
have been presented to the Company for consideration.
Contact:
Silver Spruce Resources Inc.
Greg Davison, PGeo, Vice-President Exploration and Director
(250) 521-0444
gdavison@silverspruceresources.com
Michael Kinley, CEO and Director
(902) 826-1579
mkinley@silverspruceresources.com
info@silverspruceresources.com
www.silverspruceresources.com
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 release.
Notice Regarding Forward-Looking
Statements
This news release contains "forward-looking
statements," Statements in this press release which are not purely
historical are forward-looking statements and include any
statements regarding beliefs, plans, expectations or intentions
regarding the future, including but not limited to, statements
regarding the private placement.
Actual results could differ from those projected in
any forward-looking statements due to numerous factors. Such
factors include, among others, the inherent uncertainties
associated with mineral exploration and difficulties associated
with obtaining financing on acceptable terms. We are not in control
of metals prices and these could vary to make development
uneconomic. These forward-looking statements are made as of the
date of this news release, and we assume no obligation to update
the forward-looking statements, or to update the reasons why actual
results could differ from those projected in the forward-looking
statements. Although we believe that the beliefs, plans,
expectations and intentions contained in this press release are
reasonable, there can be no assurance that such beliefs, plans,
expectations or intentions will prove to be
accurate.
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