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Guyana Frontier Property Acquisition and Private Placement Agreement
By: PR Newswire
Nov. 6, 2012 08:01 AM
VANCOUVER, Nov. 6, 2012 /PRNewswire/ - Guyana Frontier Mining Corp. (TSXV: GYG, "Guyana Frontier") is pleased to announce that it signed a definitive share purchase agreement (the "Agreement") today to acquire the Falcao Gold Project located in northern Brazil ("Falcao" or the "Project") by purchasing all of the shares of a subsidiary company of Horizonte Minerals Plc. ("Horizonte") of London, England (AIM and TSX: HZM), a company at arm's length to Guyana Frontier. Falcao is subject to an option agreement (the "AngloGold Option Agreement") with AngloGold Ashanti Limited ("AngloGold"), one of the world's largest gold producers, whereby AngloGold can earn an initial 51% interest in the Project by incurring US$4.5 million in exploration expenditures on the Project.
The purchase price for Falcao payable by Guyana Frontier to Horizonte is CDN$4,200,000, which will be satisfied by the issuance of 84,000,000 common shares of Guyana Frontier (the "Consideration Shares") at a deemed price of $0.05 per Consideration Share (the "Acquisition Transaction").
In connection with the signing of the Agreement, Horizonte has subscribed on a private placement basis for 8,000,000 units of Guyana Frontier (each a "Unit") at a price of $0.05 per Unit, to raise gross proceeds to Guyana frontier of $400,000 (the "Placement"). Each Unit consisted of one common share and one common share purchase warrant (a "Warrant"), with each Warrant exercisable to acquire an additional common share of Guyana Frontier at an exercise price of $0.10 for a period of two years from the date of closing of the Placement. Upon closing the Acquisition Transaction, including the common shares purchased by Horizonte in the Placement, Horizonte will beneficially own approximately 47.1% of the issued and outstanding common shares of Guyana Frontier.
The Acquisition Transaction and the Placement are both subject to the acceptance of the TSX Venture Exchange (the "TSXV"), and the Consideration Shares and the securities issued in the Placement by Guyana Frontier will be subject to a four month trading restriction pursuant to applicable securities laws and the policies of the TSXV. The Consideration Shares will also be subject to escrow requirements pursuant to the policies of the TSXV. The Acquisition Transaction is subject to approval of the shareholders of Guyana Frontier. Closing of the Acquisition Transaction is expected to occur by the end of the calendar year.
The Falcao Project
Falcao consists of four exploration permits totalling approximately 32,460 hectares (80,209 acres) located in the Carajas Mineral Province of northern Brazil. The Project lies within the eastern extension of the Serra do Inaja greenstone belt discovered by Mineracao Colorado, (BHP Minerals) in the mid-1980s and covers a very large (more than 40 square kilometres) historical multi-point gold, silver and copper geochemical anomaly.
In August 2010, Horizonte announced the AngloGold Option Agreement, pursuant to which AngloGold can earn a 51% interest in the Project by spending US$4.5 million on exploration and development on the Project over a three-year period. Upon AngloGold earning a 51% interest in the Project, the parties will operate the Project on a joint venture basis and AngloGold may elect to earn an additional 19% to increase its participating share to 70% by funding a pre-feasibility study on the Project.
In late 2011, Horizonte, as operator on the Project funded by AngloGold, completed a 15-hole, 3,663 metre drilling program to test a four kilometre long by half-kilometre wide gold-in-soil anomaly. Gold mineralization was encountered in ten of the fifteen drill holes, including 48.90 metres grading 0.93 grams/tonne gold from 172 metres to 220.9 metres in hole FAL-002, and 65.0 metres grading 0.82 grams/tonne gold from 73.0 to 138 metres in hole FAL-014, which included 16.01 metres of 2.63 grams/tonne gold (see all 2011 significant drilling results in Table 1 below).
AngloGold has completed expenditures of over US$2.5 million in the first two years of the AngloGold Option Agreement, and currently has a US$2.0 million work commitment remaining. Horizonte, as operator of the Project, has been reviewing all exploration data with AngloGold as well as awaiting results from recent geochemical and geophysical surveys in order to plan a second phase of diamond drilling at Falcao.
Table 1. Significant Gold Intersections from Falcao 2011 Drilling
No significant gold values were obtained in holes FAL-008, -009, -010, -011, and -015. True widths of the mineralized intervals have not yet been determined. All 2011 Falcao exploration results are provided to Guyana Frontier by Horizonte, and have been reviewed by non-executive Chairman of Horizonte David J. Hall, EurGeol, fellow of the Society of Economic Geologists, and a Qualified Person under the standards of National Instrument 43-101. Mr. Hall has reviewed and approved all technical disclosure regarding Falcao contained in this news release.
Sample preparation and analyses
HQ drill core is collected in the oxide zone and NQ on passing to fresh rock. After orientation, the core is split in the oxide zone and cut in the rock intervals to produce half-core samples on a nominal one-metre interval. These samples are despatched to the ACME sample preparation facility in Goiania, Brazil where the drill core is crushed (whole sample) and then split (500 grams) and pulverized. The resultant pulps are analyzed at the ACME laboratory in Vancouver, Canada, for gold (Au), platinum (Pt) and palladium (Pd) using a 50-gram FA assay with AA finish. Overlimit samples (10 grams/tonne) are re-assayed using a gravimetric determination. A package of 41 elements including Au is analyzed using a 15-gram charge and hot four-acid dilution by ICP-MS. Full QA/QC (quality assurance/quality control) procedures were implemented, including the insertion of standards, duplicates and blanks. Check samples representing approximately 5 per cent of all the samples are checked at another international laboratory for analysis by FA.
Horizonte Minerals Plc. is an AIM and TSX listed mineral exploration and development company focused on nickel and gold projects, principally in Brazil. Horizonte has two committed major mining partners: Teck Resources Limited, a major strategic shareholder in the company, and AngloGold, a joint venture partner on selected projects.
Horizonte's principal asset is its wholly-owned Araguaia nickel project located in Pará State in Brazil. In January 2012, Horizonte released an updated National Instrument 43-101 compliant nickel mineral resource, which included an Indicated Mineral Resource of 39.3 million tonnes grading 1.39% nickel together with an Inferred Mineral Resource of 60.9 million tonnes grading 1.22% nickel, both at a 0.95% nickel cut-off.
About Guyana Frontier
Guyana Frontier is a TSXV-listed public mineral exploration company focused on the exploration, discovery and development of precious metals deposits in Guyana and Brazil, South America. Guyana Frontier began acquiring interests in Guyanese exploration properties in 2007, and now holds various rights to obtain working interests in approximately 247,243 acres (100,058 hectares) of prospective lands in Guyana.
Guyana Frontier's primary goal is to develop a significant gold resource at the Marudi Mountain Gold Project, and to explore its other projects in Guyana and Brazil with joint venture partners.
Neither the TSX Venture Exchange nor its Regulation Services Provider
Forward Looking Statements
This release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation, including predictions, projections and forecasts. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that Guyana Frontier expects or anticipates will or may occur in the future, including such things as the closing of the Acquisition Transaction, the acquisition by Guyana Frontier of an interest in the Project, Guyana Frontier's future exploration activities and the growth of Guyana Frontier's businesses and general operations and plans.
Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements are based on a number of material factors and assumptions, including the completion of various conditions precedent to the closing of the Acquisition Transaction, such as receipt of all regulatory approvals, including that of the TSX Venture Exchange, and receipt of the approval of Guyana Frontier's shareholders. Although Guyana Frontier has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, 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 forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Guyana Frontier does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.
SOURCE Guyana Frontier Mining Corp.
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