Almo Capital Corp. Enters into Nevada Property Agreement
17.06.2016 | Accesswire
VANCOUVER, June 17, 2016 - Almo Capital Corp. (TSXV: APT) (the "Company") is pleased to announce that it has entered into an option and joint venture agreement (the "Agreement") with privately-held Golden Tiger Minerals Inc. ("Golden Tiger"), pursuant to which Almo has been granted an option to acquire up to an 80% interest in certain rights Golden Tiger holds relating to a property known as the "Medicine Springs Property." The property comprises 149 unpatented mineral claims and is located in Elko County, Nevada.
Golden Tiger has the rights (the "Leasehold Rights") to explore and operate on the Medicine Springs Property pursuant to an agreement (the "Underlying Agreement") with the property owners, Herb Duerr and Steve Sutherland. The Underlying Agreement provides that Golden Tiger must make certain cash payments to the owners, issue shares of Golden Tiger to the owners and provide work commitment funds. The initial term of the Underlying Agreement is 20 years.
Almo has the option to acquire a minimum 50% interest and a maximum 80% interest in the Leasehold Rights subject to a 3% net smelter royalty in favor of Messrs. Duerr and Sutherland and a 0.5% net smelter royalty in favor of Nevada Eagle Resources, LLC, a subsidiary of Newmont Mining Corporation.
To acquire the minimum interest Almo has to (a) pay US$150,000 to Golden Tiger, US$50,000 of which was paid upon execution of the Agreement and US$50,000 which is due on or before the first and second anniversaries of the Agreement; (b) issue 600,000 shares to Golden Tiger, 200,000 shares to be issued within 5 days of the date of Exchange approval and a further 200,000 shares on or before the first and second anniversary of the Agreement; and (c) make expenditures of US$600,000 on the Medicine Springs Property, US$100,000 of which is to be incurred on or before the first anniversary of the Agreement and US$500,000 on or before the second anniversary of the Agreement.
To acquire the maximum interest, Almo has to have earned the minimum interest and Almo has to (a) pay an additional US$150,000 to Golden Tiger, US$50,000 of which is due on or before the third, fourth and fifth anniversaries of the Agreement; (b) issue an additional 400,000 shares to Golden Tiger, 200,000 shares to be issued on or before the third and fourth anniversary of the Agreement; and (c) make expenditures of an additional US$1,650,000 on the Medicine Springs Property, US$500,000 of which is to be incurred on or before the third and fourth anniversary of the Agreement and US$650,000 on or before the fifth anniversary of the Agreement.
Almo will be the operator during the option period and will be the initial operator under the joint venture. A joint venture will be formed on the earliest of the date Almo gives notice to Golden Tiger that it will not acquire the Maximum Interest, the date Almo acquires the Maximum Interest, and the fifth anniversary of the Agreement.
Golden Tiger is a private company of which Mr. Barry Miller, of Okanagan Falls, British Columbia, is a principal. As Mr. Miller is "related party" of Almo, the transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61101 Protection Of Minority Security Holders In Special Transactions ("MI 61-101"). MI 61-101has been adopted by the TSX Venture Exchange as Policy 5.9 Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions ("Policy 5.9"). As a result, Almo must satisfy (or be exempt from) the valuation and minority shareholder approval requirements set out in MI 61101. As Almo's securities are listed only on the TSX Venture Exchange, Almo may rely on the valuation exemption set out in MI 61-101 (Issuer Not Listed on Specified Markets). As there are no minority shareholder approval exemptions available to Almo, Almo will be seeking minority shareholder approval of the Related Party Transaction at its annual general and special meeting scheduled to be held on July 15, 2016.
The Agreement is also subject to regulatory approval.
About the Medicine Springs Property
A 43-101 technical report dated June 1, 2016 on the property has been prepared for Golden Tiger by Paul D. Noland, certified professional geologist. The report will be filed on SEDAR. The property consists of 149 unpatented mineral claims (2980 acres) located in the Ruby Valley / Medicine Range area of south-eastern Elko County in Nevada, USA and has an extensive history of exploration and drilling, with reported significant intercepts of silver, lead and zinc.
Neither the Company nor Golden Tiger has completed exploration work within the Property but benefit from past works by three companies, which included four phases of drilling, geological mapping, rock and soil geochemistry, preliminary metallurgical work, CSAMT geophysical surveying and historic mining. The primary target is silver -- zinc -- lead oxide mineralized material localized along NW and NNE trending fault and fracture systems and porous/ reactive horizons in the Permian silty/sandy limestones. The mineralized zones are expressed as breccias, jasperoid, decalcification and oxidized barite -- bearing rubble. The mineralized material is known to be oxidized to the maximum depth of the data available, being approximately 200 meters. The author of the technical report cites the results as justifying a systematic exploration and development program with a proposed Phase One budget of approximately US$600,000 and a Phase Two budget of an additional US$1,650,000.
The proposed Phase One program would consist of detailed geologic mapping followed by approximately 4,000 meters of diamond core drilling and an additional 3,000 to 4,000 meters of reverse circulation-rotary (RCR) drilling. This drilling would target known mineralized structures for the purpose of confirming modes of mineralization as well as extending known mineralized trends along strike.
The author of the report states that the economic viability of the Medicine Springs Property depends on successfully expanding known mineralization, and developing an economically viable recovery method. Potential for expansion of demonstrated mineralization is excellent. Proposed exploration will target and extend known structural trends along strike initially, then attempt to discover other parallel structures indicated by mapping and geophysics.
The technical information related to the property presented in this news release has been reviewed and approved by Mr. Paul D. Noland, a qualified person.
About Almo
Almo is a junior resource exploration company focused on acquiring mineral properties and exploring for economically viable mineral resources. With the signing of the Agreement, the Company will become primarily focused upon exploring the Medicine Springs Property.
For further information, please contact:
David Robinson, Chief Executive Officer
Almo Capital Corp.
Phone: 403.399.9047
Email: drrhorizon@gmail.com
The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements. All statements, other than statements of historical fact, constitute "forward-looking statements" and include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including the Company's strategy, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance.
Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "continue," "expect," "anticipate," "estimate," "believe," "intend," "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. These statements, however, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include but are not limited to the ability of the Company to attract financing and the general market conditions of the industry in which the Company operates and the other factors discussed in the sections relating to risk factors discussed in the Company's continuous disclosure filings on SEDAR.
There can be no assurance that any forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. Except as required by law, the Company does not intend 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.
Golden Tiger has the rights (the "Leasehold Rights") to explore and operate on the Medicine Springs Property pursuant to an agreement (the "Underlying Agreement") with the property owners, Herb Duerr and Steve Sutherland. The Underlying Agreement provides that Golden Tiger must make certain cash payments to the owners, issue shares of Golden Tiger to the owners and provide work commitment funds. The initial term of the Underlying Agreement is 20 years.
Almo has the option to acquire a minimum 50% interest and a maximum 80% interest in the Leasehold Rights subject to a 3% net smelter royalty in favor of Messrs. Duerr and Sutherland and a 0.5% net smelter royalty in favor of Nevada Eagle Resources, LLC, a subsidiary of Newmont Mining Corporation.
To acquire the minimum interest Almo has to (a) pay US$150,000 to Golden Tiger, US$50,000 of which was paid upon execution of the Agreement and US$50,000 which is due on or before the first and second anniversaries of the Agreement; (b) issue 600,000 shares to Golden Tiger, 200,000 shares to be issued within 5 days of the date of Exchange approval and a further 200,000 shares on or before the first and second anniversary of the Agreement; and (c) make expenditures of US$600,000 on the Medicine Springs Property, US$100,000 of which is to be incurred on or before the first anniversary of the Agreement and US$500,000 on or before the second anniversary of the Agreement.
To acquire the maximum interest, Almo has to have earned the minimum interest and Almo has to (a) pay an additional US$150,000 to Golden Tiger, US$50,000 of which is due on or before the third, fourth and fifth anniversaries of the Agreement; (b) issue an additional 400,000 shares to Golden Tiger, 200,000 shares to be issued on or before the third and fourth anniversary of the Agreement; and (c) make expenditures of an additional US$1,650,000 on the Medicine Springs Property, US$500,000 of which is to be incurred on or before the third and fourth anniversary of the Agreement and US$650,000 on or before the fifth anniversary of the Agreement.
Almo will be the operator during the option period and will be the initial operator under the joint venture. A joint venture will be formed on the earliest of the date Almo gives notice to Golden Tiger that it will not acquire the Maximum Interest, the date Almo acquires the Maximum Interest, and the fifth anniversary of the Agreement.
Golden Tiger is a private company of which Mr. Barry Miller, of Okanagan Falls, British Columbia, is a principal. As Mr. Miller is "related party" of Almo, the transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61101 Protection Of Minority Security Holders In Special Transactions ("MI 61-101"). MI 61-101has been adopted by the TSX Venture Exchange as Policy 5.9 Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions ("Policy 5.9"). As a result, Almo must satisfy (or be exempt from) the valuation and minority shareholder approval requirements set out in MI 61101. As Almo's securities are listed only on the TSX Venture Exchange, Almo may rely on the valuation exemption set out in MI 61-101 (Issuer Not Listed on Specified Markets). As there are no minority shareholder approval exemptions available to Almo, Almo will be seeking minority shareholder approval of the Related Party Transaction at its annual general and special meeting scheduled to be held on July 15, 2016.
The Agreement is also subject to regulatory approval.
About the Medicine Springs Property
A 43-101 technical report dated June 1, 2016 on the property has been prepared for Golden Tiger by Paul D. Noland, certified professional geologist. The report will be filed on SEDAR. The property consists of 149 unpatented mineral claims (2980 acres) located in the Ruby Valley / Medicine Range area of south-eastern Elko County in Nevada, USA and has an extensive history of exploration and drilling, with reported significant intercepts of silver, lead and zinc.
Neither the Company nor Golden Tiger has completed exploration work within the Property but benefit from past works by three companies, which included four phases of drilling, geological mapping, rock and soil geochemistry, preliminary metallurgical work, CSAMT geophysical surveying and historic mining. The primary target is silver -- zinc -- lead oxide mineralized material localized along NW and NNE trending fault and fracture systems and porous/ reactive horizons in the Permian silty/sandy limestones. The mineralized zones are expressed as breccias, jasperoid, decalcification and oxidized barite -- bearing rubble. The mineralized material is known to be oxidized to the maximum depth of the data available, being approximately 200 meters. The author of the technical report cites the results as justifying a systematic exploration and development program with a proposed Phase One budget of approximately US$600,000 and a Phase Two budget of an additional US$1,650,000.
The proposed Phase One program would consist of detailed geologic mapping followed by approximately 4,000 meters of diamond core drilling and an additional 3,000 to 4,000 meters of reverse circulation-rotary (RCR) drilling. This drilling would target known mineralized structures for the purpose of confirming modes of mineralization as well as extending known mineralized trends along strike.
The author of the report states that the economic viability of the Medicine Springs Property depends on successfully expanding known mineralization, and developing an economically viable recovery method. Potential for expansion of demonstrated mineralization is excellent. Proposed exploration will target and extend known structural trends along strike initially, then attempt to discover other parallel structures indicated by mapping and geophysics.
The technical information related to the property presented in this news release has been reviewed and approved by Mr. Paul D. Noland, a qualified person.
About Almo
Almo is a junior resource exploration company focused on acquiring mineral properties and exploring for economically viable mineral resources. With the signing of the Agreement, the Company will become primarily focused upon exploring the Medicine Springs Property.
For further information, please contact:
David Robinson, Chief Executive Officer
Almo Capital Corp.
Phone: 403.399.9047
Email: drrhorizon@gmail.com
The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements. All statements, other than statements of historical fact, constitute "forward-looking statements" and include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including the Company's strategy, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance.
Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "continue," "expect," "anticipate," "estimate," "believe," "intend," "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. These statements, however, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include but are not limited to the ability of the Company to attract financing and the general market conditions of the industry in which the Company operates and the other factors discussed in the sections relating to risk factors discussed in the Company's continuous disclosure filings on SEDAR.
There can be no assurance that any forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. Except as required by law, the Company does not intend 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.