Emgold Completes Definitive Purchase and Option Agreement for the Golden Arrow Property, NV
Vancouver, October 2, 2018 - Emgold Mining Corp. (TSX-V: EMR) ("Emgold" or the "Company") announces it has executed a binding Purchase and Option Agreement (the "Definitive Agreement") with Nevada Sunrise Gold Corp. (TSX-V: NEV) ("Nevada Sunrise") for the acquisition of a 51% interest and option to acquire up to a 100% interest in the Golden Arrow Property (the "Property") in Nevada (the "Transaction"). The Definitive Agreement replaces the second non-binding Letter of Intent (the "Second Amended LOI") announced by press release on July 16, 2018. The Transaction is subject to TSX Venture Exchange (the "Exchange") approval. The Definitive Agreement allows Emgold (or a wholly owned subsidiary of Emgold) to acquire a 51 percent interest in the Property by (i) making cash payments to Nevada Sunrise in the aggregate amount of $100,000 (such amount has been paid as of the date hereof); and (ii) issuing to Nevada Sunrise 2,500,000 common shares in the capital of Emgold, as shown in Table 1 below (all cash amounts in this news release are stated in Canadian dollars):
Table 1
Initial Acquisition by Emgold of 51 Percent Interest in the Golden Arrow Property
| Date | Cash Payment | Emgold Shares | Percentage Interest |
| Execution and delivery of the Original LOI | $35,000 (paid) | -- | 0% |
| Execution and delivery of the First Amended LOI | $32,000 (paid) | -- | 0% |
| On or before July 18, 2018 | $33,000 (paid) | 0% | |
| Within 5 days of approval of the Transaction by the Exchange | -- | 2,500,000 | 51% |
| Sub-Total: | $100,000 (paid) | 2,500,000 | 51% |
The Definitive Agreement further provides that Nevada Sunrise grants to Emgold (or a wholly-owned subsidiary of Emgold) the sole and exclusive right and option (the "Option") to acquire an undivided additional 49% (for a total of 100% ) interest in the Property, which would be exercisable by Emgold for a period of 24 months from the Closing Date (the "Option Period"), by Emgold issuing to Nevada Sunrise an additional 2,500,000 common shares in the capital of Emgold, as shown in Table 2 below:
Table 2
Emgold's Option to Acquire Additional
49 Percent Interest in the Golden Arrow Property
| Date | Cash Payment | Emgold Shares | Percentage Interest |
| On or before 24 months from Closing Date | -- | 2,500,000 | 100% |
| Sub-Total: | -- | 2,500,000 | 100% |
| TOTAL: | $100,000 (paid) | 5,000,000 | 100% |
Emgold will be responsible for all exploration expenditures, including claims fees, core and sample storage fees, and all holding costs during the Option Period. Emgold will be the operator of the Property during the Option Period.
If the Option is not exercised, the Parties would form a Nevada joint venture (the "Joint Venture"). The Joint Venture would be established as a separate company or using an existing subsidiary of Emgold or Nevada Sunrise, with 51% of the shares of the Joint Venture entity owned by Emgold, 49% owned by Nevada Sunrise and Emgold acting as the Operator of the Joint Venture. After forming the Joint Venture, if either Party elects not to contribute to the Joint Venture and its interest falls below 10% ownership at any time (the "Diluted Party"), the other Party will have the option of purchasing the Diluted Party's remaining interest in the Joint Venture for $1,000,000.
Emgold has filed an Amended 2018 Updated Technical Report on the Golden Arrow Project, Nye County, Nevada, U.S.A. (the "Report") on Sedar to support the Transaction. The Report was prepared by Mine Development Associates, Reno Nevada and has an effective date of August 28, 2018 and Report dates of September 24, 2018. The Report is available on Sedar.com under the Company's filings or is available on-line on the Company's website at www.emgold.com.
About Emgold
Emgold is a junior gold exploration and mine development company with several exploration properties located in the Quebec, Nevada, and British Columbia. These include the Troilus North property in Quebec (under option), the Buckskin Rawhide East, Buckskin Rawhide West, and Koegel Rawhide properties in Nevada, and the Stewart and Rozan properties located in British Columbia. The Company is in the process of acquiring a 51% interest in the advanced Golden Arrow Property in Nevada with an option to acquire 100% interest.
On behalf of the Board of Directors
David G. Watkinson, P.Eng.
President & CEO
For further information please contact:
David G. Watkinson, P.Eng.
Tel: 530-271-0679 Ext 101
Email: info@emgold.com
This release was prepared by the Company's management. Neither TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. For more information on the Company, investors should review the Company's filings that are available at www.sedar.com or the Company's website at www.emgold.com.
Cautionary Note on Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated business plans and timing of future activities of the Company; the option and acquisition of the Golden Arrow Property, the successful completion of associated financing activities are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are 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. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents or authorizations required, including TSX-V acceptance of any current or future property acquisitions or financings and other planned activities, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to joint venture operations, and other risks and uncertainties disclosed in the Company's latest interim Management's Discussion and Analysis and filed with certain securities commissions in Canada. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.
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