(TheNewswire)
Vancouver, British Columbia, Canada – JZR Gold Inc. (the “Company” or “JZR”) (TSX-V: JZR) has been advised by ECO Mining Oil & Gaz Drilling and Exploration (EIRELI) (“ECO”), the operator of the Vila Nova gold project (the “Vila Nova Property”) located in the State of Amapa, Brazil, that it has received all required permits from the Agencia Nacional de Mineracao, Brazil’s national mining agency, and the relevant environmental agencies in Brazil, to allow ECO to commence preparation work on the Vila Nova Property. The Company has worked with ECO to commission the manufacture and assembly of an 800 tonne-per-day bulk sampling gravimetric mill, which is ready to commence operation on the Vila Nova Property. ECO has advised the Company that it will start up the plant to commence processing material from the Vila Nova Property within weeks.- AustraliaNorth AmericaWorld
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JZR Gold Closes Non-Brokered Private Placement Offering of Units
JZR Gold Inc. (the “ Company ” or “ JZR ”) ( TSX-V: JZR ) is pleased to announce that it has completed its previously announced non-brokered private placement (the “ Offering ”) of units (each, a “ Unit ”) at a price of $0.15 per Unit. Pursuant to the Offering, which was announced on September 27, 2024, the Company has issued 6,494,167 Units for aggregate gross proceeds of $974,125. The Company also wishes to announce that, due to investor interest, the Offering was increased from $750,000 to $975,000. Each Unit consists of one common share in the capital of the Company (each, a “ Share ”) and one common share purchase warrant (each, a “ Warrant ”). Each Warrant is exercisable into one additional Share (each, a “ Warrant Share ”) at a price of $0.20 per Warrant Share for a period of three (3) years from the date of issuance.
The Company paid cash finder’s fees of $16,749 and issued 111,660 non-transferable warrants (the “ Finder’s Warrants ”) to certain registered persons who acted as finders in connection with the Offering. Other than being non-transferable, the Finder’s Warrants have the same terms as the Warrants.
The Units, Shares, Warrants, Warrants Shares, Finder’s Warrants and any Shares issuable upon due exercise of the Finder’s Warrants are collectively referred to as the “Securities”. The Securities are subject to a hold period of four months and one day from the date of issuance.
The Company intends to use the net proceeds of the Offering to: (i) fund operations of the fully constructed 800 tonne-per-day gravimetric mill, as well as future exploration work on the Vila Nova Gold project located in Amapa State, Brazil (the “ Vila Nova Project ”), (ii) to pay certain liabilities owed to arm’s length parties and (iii) for general working capital purposes. The Company may fund operations on the Vila Nova Gold project by advancing funds, by way of one or more loans to ECO Mining Oil & Gas Drilling and Exploration (EIRELI) (“ ECO ”), as operator of the Vila Nova Project. The Company possesses a 50% net profit interest from all net profit generated from the Vila Nova Project.
One insider of the Company subscribed for a total of 270,000 Units under the Offering, which is a “related party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any related party participation in the Offering, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization.
None of the Securities sold in connection with the Offering have been or will be registered under the United States Securities Act of 1933 , as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information, please contact:
Robert Klenk
Chief Executive Officer
rob@jazzresources.ca
Forward-Looking Statements
This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this news release include statements with respect to the details of the Offering, including the anticipated use of the net proceeds. Forward- looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking information is 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 or implied by such forward-looking information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company’s continuous disclosure documents filed with the Canadian securities regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.
Neither the 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 press release.
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JZR Gold
Overview
Artisanal and small-scale mining (ASM) in Brazil is an important part of the country’s economy and culture. Dating as far back as the 17th century, the ASM sector provides livelihood for more than 450,000 traditional ASM miners and their communities.
A significant portion of the ASM sector in Brazil is gold mining, and one exploration company poised to benefit from artisanal gold stockpiles in the country is JZR Gold (TSXV: JZR.V). The company has completed the assembly of a bulk sampling facility at its Vila Nova Gold project and is now advancing toward near-term cash flow.Vila Nova Gold is the company’s flagship project located in the state of Amapá in Brazil. JZR Gold acquired the Vila Nova Gold project in January 2021 and all of Coltan Gold Minerals’ interest in and to a joint venture royalty agreement between Eco Mining Oil & Gaz Drilling and Exploration EIRELI and Coltan Gold Minerals.
In June 2021, JZR Gold reported significant gold results from sampling waste dumps and tailings at the Vila Nova Gold project. The geological report concluded the project contains gold estimates as high as 9 million tonnes with grades averaging 2.7 g/t. The total estimated gold content on the Vila Nova Gold project is a valuable 700,000 ounces in the 111.7-hectare area that was sampled. This flagship asset has significant upside potential based on tailings expansion and ongoing hard rock drilling.In Canada, JZR Gold also owns interests in the Teddy Glacier property and the Spider mine in British Columbia.
The company is in a strong position to produce profitable gold in the future. In April 2022, through contractor Brastorno Tecnologia em Equipamentos Para Mineracao, JZR Gold completed the assembly of its Gravimetric plant, a bulk sampling facility at the Vila Nova Gold project. The company has since commenced the operation of the 800-tonne-per-day bulk sampling gravimetric mill. The company is fully permitted to bulk sample up to 600,000 tonnes per year in Brazil.
JZR entered into a joint venture royalty agreement (JVRA) with ECO Mining Oil & Gaz Drilling and Exploration (EIRELI) (ECO) on July 6, 2020, for its Vila Nova gold project. JZR has satisfied all its responsibilities under the JVRA and has acquired a 50 percent net profit interest from all net profit generated from the project. ECO is entitled to 85 percent of the total sale value of all gold derived from the tailings piles, dams, pond basins and waste reservoir on the property.
JZR Gold values transparency and adherence to local laws and has ensured that all work conducted on the Vila Nova Gold project is conducted with sensitivity to the environment and within ESG parameters.
Company Highlights
- Its flagship Vila Nova Gold project is located in the state of Amapá in Brazil. The company also owns interests in the Teddy Glacier property and the Spider mine in the province of British Columbia in Canada.
- The Vila Nova Gold project contains gold estimates as high as 9 million tonnes with grades averaging 2.7 grams per ton (g/t). The total estimated gold content on the Vila Nova Gold project is a valuable 756,000 ounces in the 111.7-hectare area that was sampled.
- JZR Gold is led by an experienced management team including the co-founder of HealthTech Connex Inc.
- JZR Gold commenced the operation of the 800-tonne-per-day bulk sampling gravimetric mill located at the Vila Nova Gold Project, creating near-term cash flow for the company.JZR has satisfied all its obligations under its joint venture royalty agreement with ECO and has acquired a 50 percent net profit interest in the Vila Nova Gold Project.
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JZR Gold Provides Update on Vila Nova Gold Project
For further information, please contact:
Robert Klenk
Chief Executive Officer
E: rob@jazzresources.ca
T: 604.329.9092
Forward-Looking Statements
This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this news release include statements with respect to commencement of preparation work on the Vila Nova Project and the expected operation of the gravimetric mill on the Vila Nova property. Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking information is 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 or implied by such forward-looking information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.
Neither the 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 press release.
None of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Copyright (c) 2024 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
JZR Gold Announces Private Placement Offering Of Units To Raise Up To $750,000
(TheNewswire)
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES.
Vancouver, British Columbia, Canada September 27, 2024 TheNewswire JZR Gold Inc. (the " Company " or " JZR ") ( TSX-V: JZR ) is pleased to announce that it intends to undertake a non-brokered private placement offering (the " Offering ") of up to 5,000,000 units (each, a " Unit ") at a price of $0.15 per Unit, to raise aggregate gross proceeds of up to $750,000. Each Unit will be comprised of one common share (each, a " Share ") and one share purchase warrant (each, a " Warrant "). Each Warrant will entitle the holder to acquire one additional common share (each, a " Warrant Share ") in the capital of the Company at an exercise price of $0.20 per Warrant Share for a period of thirty-six (36) months after the closing of the Offering.
The Units will be offered pursuant to available prospectus exemptions set out under applicable securities laws and instruments, including National Instrument 45-106 – Prospectus Exemptions. The Offering will also be made available to existing shareholders of the Company who, as of the close of business on September 24, 2024, held common shares (and who continue to hold such common shares as of the closing date), pursuant to the existing shareholder exemption set out in BC Instrument 45-534 Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders (the " Existing Securityholder Exemption ") . The Existing Securityholder Exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the Existing Shareholder Exemption which exceeds the maximum amount of the Offering, the Company intends to adjust the subscriptions received on a pro-rata basis.
Certain Insiders (as such term is defined under the policies of the TSX Venture Exchange (the " Exchange ")) of the Company may participate in the Offering. Any participation of Insiders in the Offering will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by Insiders will not exceed 25% of the fair market value of the Company's market capitalization.
The Offering may close in one or more tranches, as subscriptions are received. The Securities will be subject to a hold period of four months and one day from the date of issuance. Closing of the Offering, which is expected to occur on or about October 4, 2024, will be subject to satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval by the Exchange.
The Company intends to use the net proceeds from the Offering to prepare and commence operation of the gravimetric processing mill that was constructed on the Vila Nova gold project located in the state of Amapa, Brazil, and for general working capital purposes.
For further information, please contact:
Robert Klenk
Chief Executive Officer
rob@jazzresources.ca
Forward-Looking Statements
This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this news release include statements with respect to the details of the Offering, including the anticipated use of the net proceeds. Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking information is 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 or implied by such forward-looking information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.
Neither the 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 press release.
None of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Copyright (c) 2024 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
JZR Gold Announces Closing Of Non-Brokered Private Placement Offering Of Convertible Debentures
(TheNewswire)
Vancouver, British Columbia, Canada September 10, 2024 TheNewswire JZR Gold Inc. (the " Company " or " JZR ") ( TSX-V: JZR ) is pleased to announce that further to news releases dated June 21, 2024, July 22, 2024, and August 16, 2024, that it has closed the second and final tranche of the previously announced non-brokered private placement offering (the " Offering ") of unsecured convertible debentures (the " Debentures "). The Company requested and received acceptance from the TSX Venture Exchange (the " Exchange ") to increase the Offering to up to CAD$2 million. The principal sum of Debentures issued in the second tranche totals $480,000, for total gross proceeds from the Offering of $1,980,000.
The Debentures will mature on the date that is one (1) year from the date of issuance (the " Maturity Date ") and shall bear simple interest at a rate of 10% per annum, payable on the Maturity Date. The principal sum of the Debentures, or any portion thereof, and any interest may be converted into units (the " Units ") of the Company at a conversion price of $0.20 per Unit. Each Unit shall be comprised of one common share (a " Conversion Share ") and one share purchase warrant (a " Warrant "). Each Warrant shall entitle the holder to acquire one additional common share (a " Warrant Share ") in the capital of the Company at a price of $0.25 per share for a period of twenty-four (24) months from the date that the Warrants are issued.
The Debentures, Units, Conversion Shares, Warrants and Warrant Shars are collectively referred to herein as the " Securities ". In connection with the second tranche of the Offering, the Company paid cash finder's fees of $14,700 and issued 73,500 non-transferable broker warrants being 6% of the gross proceeds raised from persons introduced by the finder. The broker warrants have an exercise price of $0.20 with an expiry date of three (3) years from the date of issuance. Other than the exercise price and expiry date, the Finders' Warrants shall otherwise be on the same terms as the Warrants.
All Debentures issued pursuant to the Offering, including any securities into which they may be exercised or converted, are subject to a statutory hold period of four months and one day from the date of issuance thereof. The Offering is subject to final acceptance by the Exchange.
The Company intends to use the net proceeds of the Offering to: (i) fund operations of the fully constructed 800 tonne-per-day gravimetric mill, as well as future exploration work on the Vila Nova Gold project located in Amapa State, Brazil (the " Vila Nova Project "), (ii) to pay certain liabilities owed to arm's length parties and (iii) for general working capital purposes. The Company may fund operations on the Vila Nova Gold project by advancing fu nds, by way of one or more loans, to ECO Mining Oil & Gaz Drilling and Exploration (EIRELI) (" ECO "), as operator of the Vila Nova Project. The Company possesses a 50% net profit interest from all net profit generated from the Vila Nova Project.
For further information, please contact:
Robert Klenk
Chief Executive Officer
E: rob@jazzresources.ca
T: 604.329.9092
Forward-Looking Statements
This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this news release include statements with respect to respect to the details of the Offering, including the proposed size, timing and the anticipated use of net proceeds, the receipt of regulatory approval for the Offering, the potential loan of funds to ECO and the expected operation of the gravimetric mill on the Vila Nova property. Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking information is 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 or implied by such forward-looking information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.
Neither the 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 press release.
None of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Copyright (c) 2024 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
JZR Gold Extends Deadline to Close Non-Brokered Private Placement Offering of Convertible Debentures
(TheNewswire)
August 16, 2024 TheNewswire Vancouver, British Columbia, Canada JZR Gold Inc. (the " Company " or " JZR ") ( TSX-V: JZR ) announces that it has requested and has received acceptance from the TSX Venture Exchange (the " Exchange ") to extend the deadline to complete its previously announced non-brokered private placement offering (the " Offering ") of unsecured convertible debentures (the " Debentures ") to raise gross proceeds of up to $1,500,000, which was subsequently increased to $1,700,000. On July 22, 2024, the Company announced that it had closed a first tranche of the Offering and issued Debentures in the aggregate principal amount of $1,500,000. The Offering was announced on June 21, 2024, and the initial deadline to complete the Offering was August 5, 2024. Pursuant to the extension granted by the Exchange, the deadline to close the Offering is September 5, 2024.
The Debentures will mature on the date that is one (1) year from the date of issuance (the " Maturity Date ") and shall bear simple interest at a rate of 10% per annum, payable on the Maturity Date. The principal sum of the Debentures, or any portion thereof, and any interest may be converted into units (the " Units ") of the Company at a conversion price of $0.20 per Unit. Each Unit shall be comprised of one common share (a " Conversion Share ") and one share purchase warrant (a " Warrant "). Each Warrant shall entitle the holder to acquire one additional common share (a " Warrant Share ") in the capital of the Company at a price of $0.25 per share for a period of twenty-four (24) months from the date that the Warrants are issued.
The Debentures, Units, Conversion Shares, Warrants and Warrant Shars are collectively referred to herein as the " Securities ". No finder's fees were paid in connection with the closing of the first tranche of the Offering.
All Debentures issued pursuant to the Offering, including any securities into which they may be exercised or converted, are subject to a statutory hold period of four months and one day from the date of issuance thereof. The Offering is subject to final acceptance by the Exchange.
The Company intends to use the net proceeds of the Offering to: (i) fund operations of the fully constructed 800 tonne-per-day gravimetric mill, as well as future exploration work on the Vila Nova Gold project located in Amapa State, Brazil (the " Vila Nova Project "), (ii) to pay certain liabilities owed to arm's length parties and (iii) for general working capital purposes. The Company may fund operations on the Vila Nova Gold project by advancing fu nds, by way of one or more loans, to ECO Mining Oil & Gaz Drilling and Exploration (EIRELI) (" ECO "), as operator of the Vila Nova Project. Net proceeds will also be used for general working capital purposes. The Company possesses a 50% net profit interest from all net profit generated from the Vila Nova Project.
For further information, please contact:
Robert Klenk
Chief Executive Officer
E: rob@jazzresources.ca
T: 604.329.9092
Forward-Looking Statements
This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this news release include statements with respect to respect to the details of the Offering, including the proposed size, timing and the anticipated use of net proceeds, the receipt of regulatory approval for the Offering, the potential loan of funds to ECO and the expected operation of the gravimetric mill on the Vila Nova property. Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking information is 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 or implied by such forward-looking information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.
Neither the 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 press release.
None of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Copyright (c) 2024 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
JZR Gold Announces Private Placement Offering of Units to Raise Up to $1,000,000
(TheNewswire)
JZR Gold Inc. (TSXV:JZR) (OTC:JZRIF) (the " Company " or " JZR ") is pleased to announce that it intends to undertake a non-brokered private placement offering (the " Offering ") of up to 5,000,000 units (each, a " Unit ") at a price of $0.20 per Unit, to raise aggregate gross proceeds of up to $1,000,000. Each Unit will be comprised of one common share (each, a " Share ") and one share purchase warrant (each, a " Warrant "). Each Warrant will entitle the holder to acquire one additional common share (each, a " Warrant Share ") in the capital of the Company at an exercise price of $0.30 per Warrant Share for a period of nine (9) months after the closing of the Offering
The Units will be offered pursuant to available prospectus exemptions set out under applicable securities laws and instruments, including National Instrument 45-106 – Prospectus Exemptions. The Offering will also be made available to existing shareholders of the Company who, as of the close of business on December 15, 2023, held common shares (and who continue to hold such common shares as of the closing date), pursuant to the existing shareholder exemption set out in BC Instrument 45-534 Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders (the " Existing Securityholder Exemption ") . The Existing Securityholder Exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the Existing Shareholder Exemption which exceeds the maximum amount of the Offering, the Company intends to adjust the subscriptions received on a pro-rata basis.
Certain Insiders (as such term is defined under the policies of the TSX Venture Exchange (the " Exchange ")) of the Company may participate in the Offering. Any participation of Insiders in the Offering will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by Insiders will not exceed 25% of the fair market value of the Company's market capitalization.
The Offering may close in one or more tranches, as subscriptions are received. The Securities will be subject to a hold period of four months and one day from the date of issuance. Closing of the Offering, which is expected to occur on or about December 22, 2023, will be subject to satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval by the Exchange.
The Company intends to use the net proceeds from the Offering to prepare and commence operation of the gravimetric processing mill that was constructed on the Vila Nova gold project located in the state of Amapa, Brazil, and for general working capital purposes.
The Company is also pleased to announce the results of its 2023 Annual and Special General Meeting (" AGM ") of shareholders held on Friday, December 8th, 2023. Shareholders approved all the resolutions detailed in the management information circular of the Company (the " Circular "), namely:
Fixing the number of directors at three (3)
Electing all of management's nominees to the Board of Directors of the Company.
Appointing Baker Tilly WM LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorizing the directors to determine the auditor's compensation.
Approving the adoption of new Articles for the Company
Approving the inclusion of certain Advance Notice Provisions in the Articles
Approving and reconfirming the Equity Incentive Plan for the Company.
A total o f 11,040,818 c ommon shares of the Company were voted at the AGM, representing approximately 25.94% of the issued and outstanding common shares of the Company.
For further information, please contact:
Robert Klenk
Chief Executive Officer
rob@jazzresources.ca
Forward-Looking Information
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this press release includes all statements that are not historical facts, including, without limitation, statements with respect to the details of the Offering, including the proposed size, timing and the expected use of proceeds and the receipt of regulatory approval for the Offering. Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking information is 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 or implied by such forward-looking information. These factors include, but are not limited to: the Company may not complete the Offering; the Offering may not be approved by the TSX Venture Exchange; risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.
Neither the 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 press release.
None of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Copyright (c) 2023 TheNewswire - All rights reserved.
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Guyer Gold Anomaly Continues to Expand on New Drill Intersections
Highlights
- Assay results from a fourth aircore (AC) drill campaign targeting extensions to the coherent 6km long bedrock gold anomaly at Guyer North, within the 15km long Guyer Trend, continue to enhance and grow the anomaly that is now up to 1100m wide.
- Broad downhole intervals of significant gold mineralisation were intersected in multiple vertical holes on nine infill and extensional drill traverses at Guyer North that has now outlined three robust 1500m long +0.5 g/t gold bedrock anomalies within the broader 6km long gold trend.
- More significant results from the latest drill campaign include:
- 8m @ 0.98 g/t Au from 64m to EOH in FMAC1157, including 1m @ 4.51 g/t Au from 56m to EOH
- 8m @ 1.52 g/t Au from 72m in FMAC1117
- 4m @ 2.07 g/t Au from 64m in FMAC1116
- 2m @ 0.92 g/t Au from 72m to EOH in FMAC1156, including 1m @ 1.47 g/t Au from 72m
- 5m @ 0.70 g/t Au from 60m to EOH in FMAC1151, including 1m @ 1.26 g/t Au from 64m to EOH
- Consistent with prior results, most new gold intercepts occur at the end of the drillholes (EOH), that combined, potentially represent a large footprint of a primary bedrock gold system.
- The Guyer Trend is part of the $35million exploration Farm-In agreement signed on 18 December 2024 with Gold Road Resources Limited (ASX: GOR).
- A major campaign of follow up RC drilling, to be managed by Iceni, to evaluate the primary zone beneath the large gold footprint at Guyer North, is scheduled to commence in early February as part of the initial $5 million minimum expenditure by GOR under the Farm-In agreement.
Commenting on the Guyer Well Results, Iceni Managing Director Wade Johnson said:
“The dimensions of the Guyer bedrock gold anomaly keep on expanding, with positive results from each successive aircore drilling campaign. At Guyer North we now have a large gold anomaly up to 1100m in width and at least 2500m long, that is part of a larger anomaly coincident with the granite greenstone contact that we have now outlined over 11kms. We are very pleased with the drill results from the fourth aircore drill program, which build upon previous results and now highlight three parallel stronger gold zones within the granitic bedrock west or near to the granite-greenstone contact. The large area of elevated gold in granite now provides a broad target for a maiden program of RC drilling to evaluate the primary zone that will commence shortly, backed and funded by Gold Road Resources. Our exploration in 2024 has laid the foundations for our focus in 2025 and we are gearing up for a big and successful year at the 14 Mile Well Project, with the immediate focus being Guyer.”
The board of Iceni Gold Limited (ASX: ICL) (“Iceni” or “the Company”) is pleased to announce results from a further early-stage AC drilling campaign along the 15km long Guyer Trend at its flagship 14 Mile Well Gold Project (“14MWGP” or “Project”) located midway between the gold mining towns of Leonora and Laverton. The Project (Figure 1) adjoins the recently recommenced Laverton Gold Operation, which contains the Jupiter and Westralia gold deposits owned by Genesis Minerals Limited (ASX: GMD).
The Guyer Trend (“Guyer”) is located in the southeastern part of the 14MWGP. It was one of four key target areas identified from a targeting review in May 2024 that recognised priority areas to focus exploration on during CY2024 for a gold discovery (Figure 1). The trend lies over a northerly striking belt of mafic greenstone sequences, bounded by the Danjo Granite to the west and to the east by mafic to intermediate volcanic rocks (Figure 2).
Since June 2021, Guyer has been a focus of exploration by the Company, conducting extensive surface sampling, metal detecting and AC drilling (ICL ASX release 30 November 2022), primarily along a belt of sub-cropping mafic rocks along and to the south of the Guyer Ridge (refer Figures 2 and 3).
Figure 1 Map of the 14 Mile Well Project area, highlighting the location of the Guyer Trend and other key target areas. Refer to Figure 2 for inset.
In August, September and October 2024, wide-spaced AC drilling revealed a broad, coherent bedrock gold anomaly along this granite-greenstone contact (Figure 2), spanning up to 950m in width and extending over 6kms in length (ICL ASX release 26 September 2024 and ICL ASX release 12 November 2024). The third aircore program completed in October 2024 identified a >0.5g/t Au 1500m long bedrock anomaly within the larger 6km >0.1g/t Au anomaly (ICL ASX release 12 November 2024). These two anomalies are hidden beneath up to 35m of transported overburden, masking any surface expression.
Whilst acknowledging the direction provided by the targeting appraisal in May 2024, Guyer has been a focal point for Iceni since 2021 (refer ICL prospectus), with extensive surface work, including Ultrafine Fraction (UFF) soil and rock-chip sampling yielding high-grade gold anomalies. This work was primarily concentrated along the Guyer Ridge (Figures 2 and 3), a sub-cropping basalt ridge east of the contact, where prospectors have made extensive gold nugget finds.
Geophysical gravity and magnetics data suggest that the Guyer Trend is part of a broader shear zone (Guyer Shear). Historical gold workings to the south (Refer ICL ASX release 12 November 2024) along strike, such as ‘Pennyweight’, which produced nearly 4200oz of gold from five tonnes of ore between 1897 and 1908 (Ref: Minedex), further underscore the area’s fertile signature and high prospectivity (ICL ASX release 15 October 2024). Combined with recent AC drilling results, these findings highlight the potential for significant gold mineralisation along the Guyer Trend.
Figure 2 Geological map of Guyer North showing the AC drilling completed with key results, Guyer Bedrock anomaly, and location of the gold nugget field. Refer to Figure 3 for details on the Campaign 4 AC drill program.
Click here for the full ASX Release
This article includes content from Iceni Gold, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
B2Gold Announces Offering of Convertible Senior Notes
B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) ("B2Gold" or the "Company") announces that it is offering convertible senior unsecured notes due 2030 (the "Notes") in an aggregate principal amount of US$350 million (the "Offering"). The Company expects to grant the initial purchasers of the Notes an option for a period of 15 days to purchase up to an additional US$52.5 million aggregate principal amount of Notes.
The Company intends to use the net proceeds from the Offering to fund working capital requirements and for general corporate purposes. In order to reduce interest expense, the Company will initially apply the net proceeds to pay down the outstanding balance under the Company's revolving credit facility (the "Revolving Credit Facility") and then subsequently use future draws on the Revolving Credit Facility to fund such working capital requirements and for general corporate purposes.
The interest rate and the initial conversion rate of the Notes will be determined by B2Gold and the initial purchasers and will depend on market conditions at the time of pricing of the Offering. The Notes will bear cash interest semi-annually at a fixed rate and be convertible by holders into common shares of the Company (the "Shares").
B2Gold will have the right to redeem the Notes in certain circumstances and holders will have the right to require B2Gold to repurchase their Notes upon the occurrence of certain events.
In connection with the offering of the notes B2Gold intends to enter into a cash settled total return swap with respect to up to approximately US$50 million of Shares with one of the initial purchasers of the Notes. The total return swap is intended to give B2Gold economic exposure to its Shares during the term of the total return swap, which is expected to be approximately one month. In connection with establishing its initial hedge of the total return swap, B2Gold expects that the total return swap counterparty or its affiliate may purchase Shares at the close of trading on the date of the pricing of the Offering. Such purchases may have the effect of increasing (or reducing the size of any decrease in) the market price of the Shares. Any unwind of such hedge positions, including at settlement of the total return swap, may have the effect of decreasing (or reducing the size of any increase in) the market price of the Shares or the Notes.
The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or qualified by a prospectus in Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Notes will be offered only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act). Offers and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.
This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About B2Gold
B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project under construction in northern Canada and numerous development and exploration projects in various countries including Mali, Colombia and Finland.
ON BEHALF OF B2GOLD CORP.
"Clive T. Johnson"
President and Chief Executive Officer
Source: B2Gold Corp.
The Toronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information contained in this news release.
This news release contains forward-looking statements which constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (collectively, "Forward-looking Statements"). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this news release include, without limitation, statements relating to the Offering, the option to purchase additional Notes, if any, the terms of the Notes, the anticipated timing for closing of the Offering, the anticipated use of proceeds and the intention to enter into the total return swap. These Forward-looking Statements are based on certain assumptions that B2Gold has made in respect thereof as at the date of this news release. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "anticipated", "estimated" "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.
Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of B2Gold to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, without limitation, risks relating to the need to satisfy the conditions expected to be set forth in the purchase agreement for the Notes; the need to satisfy regulatory and legal requirements with respect to the Offering; as well as those factors discussed under "Risk Factors" in B2Gold's Annual Information Form for the fiscal year ended December 31, 2023, a copy of which can be found on the Company's profile on the SEDAR+ website at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. Although B2Gold 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 to differ from those anticipated, estimated or intended.
B2Gold's forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. B2Gold's forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.
Investor Relations: Michael McDonald VP, Investor Relations & Corporate Development +1 604-681-8371 investor@b2gold.com Cherry DeGeer Director, Corporate Communications +1 604-681-8371 investor@b2gold.com
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B2Gold Announces Offering of Convertible Senior Notes
B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) ("B2Gold" or the "Company") announces that it is offering convertible senior unsecured notes due 2030 (the "Notes") in an aggregate principal amount of US$350 million (the "Offering"). The Company expects to grant the initial purchasers of the Notes an option for a period of 15 days to purchase up to an additional US$52.5 million aggregate principal amount of Notes.
The Company intends to use the net proceeds from the Offering to fund working capital requirements and for general corporate purposes. In order to reduce interest expense, the Company will initially apply the net proceeds to pay down the outstanding balance under the Company's revolving credit facility (the "Revolving Credit Facility") and then subsequently use future draws on the Revolving Credit Facility to fund such working capital requirements and for general corporate purposes.
The interest rate and the initial conversion rate of the Notes will be determined by B2Gold and the initial purchasers and will depend on market conditions at the time of pricing of the Offering. The Notes will bear cash interest semi-annually at a fixed rate and be convertible by holders into common shares of the Company (the "Shares").
B2Gold will have the right to redeem the Notes in certain circumstances and holders will have the right to require B2Gold to repurchase their Notes upon the occurrence of certain events.
In connection with the offering of the notes B2Gold intends to enter into a cash settled total return swap with respect to up to approximately US$50 million of Shares with one of the initial purchasers of the Notes. The total return swap is intended to give B2Gold economic exposure to its Shares during the term of the total return swap, which is expected to be approximately one month. In connection with establishing its initial hedge of the total return swap, B2Gold expects that the total return swap counterparty or its affiliate may purchase Shares at the close of trading on the date of the pricing of the Offering. Such purchases may have the effect of increasing (or reducing the size of any decrease in) the market price of the Shares. Any unwind of such hedge positions, including at settlement of the total return swap, may have the effect of decreasing (or reducing the size of any increase in) the market price of the Shares or the Notes.
The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or qualified by a prospectus in Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Notes will be offered only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act). Offers and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.
This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About B2Gold
B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project under construction in northern Canada and numerous development and exploration projects in various countries including Mali, Colombia and Finland.
ON BEHALF OF B2GOLD CORP.
"Clive T. Johnson"
President and Chief Executive Officer
Source: B2Gold Corp.
The Toronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information contained in this news release.
This news release contains forward-looking statements which constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (collectively, "Forward-looking Statements"). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this news release include, without limitation, statements relating to the Offering, the option to purchase additional Notes, if any, the terms of the Notes, the anticipated timing for closing of the Offering, the anticipated use of proceeds and the intention to enter into the total return swap. These Forward-looking Statements are based on certain assumptions that B2Gold has made in respect thereof as at the date of this news release. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "anticipated", "estimated" "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.
Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of B2Gold to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, without limitation, risks relating to the need to satisfy the conditions expected to be set forth in the purchase agreement for the Notes; the need to satisfy regulatory and legal requirements with respect to the Offering; as well as those factors discussed under "Risk Factors" in B2Gold's Annual Information Form for the fiscal year ended December 31, 2023, a copy of which can be found on the Company's profile on the SEDAR+ website at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. Although B2Gold 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 to differ from those anticipated, estimated or intended.
B2Gold's forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. B2Gold's forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.
Investor Relations: Michael McDonald VP, Investor Relations & Corporate Development +1 604-681-8371 investor@b2gold.com Cherry DeGeer Director, Corporate Communications +1 604-681-8371 investor@b2gold.com
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GMV Minerals
Investor Insight
GMV Minerals is an attractive investment proposition with both gold and lithium projects that have compelling market economics, in well-established mining jurisdictions in the USA.
Overview
Junior exploration and development company GMV Minerals (TSXV:GMV,OTCQB:GMVMF) is advancing two major projects in Arizona and Nevada, both positioning the company to take full advantage of a continuing gold bull market and the exponentially rising demand for lithium - a mineral facilitating the global push for decarbonization and energy transition.
The Mexican Hat gold project, located in Arizona, is a high-quality, 5,000-acre gold asset with an inferred resource of 688,000 ounces of gold and compelling positive preliminary economic assessment, including a 10-year mine life, low CAPEX and very strong pre-tax NPV.
In Nevada, GMV has a three-year option agreement to earn a 100 percent interest in the Daisy Creek lithium project located in Lander County. Nevada currently hosts the only producing lithium mine in North America, and is home to Thacker Pass, the largest known lithium deposit in the US. GMV now controls or owns 165 lode claims covering 3,408 acres at Daisy Creek. The claims are close to operating gold mines and have access to existing power lines, water and paved highways.
Company Highlights
- GMV Minerals is a junior gold development company focusing mainly on its gold asset Arizona and recently acquired lithium option in Nevada.
- GMV’s 100 percent owned Mexican Hat gold project in Arizona is notable for its estimated 10-year mine life, low capex and a discounted pre-tax US$153 million NPV using a US$1,600 per oz base case. At US$2,240 per ounce the PEA indicates a discounted pre-tax NPV of US$395 million.
- Mexican Hat hosts an inferred 688,000 ounces of gold, excellent metallurgical results and a low strip ratio.
- In Nevada, GMV has a three-year option agreement to earn a 100 percent interest in the Daisy Creek lithium project located in Lander County.
- Both Daisy Creek and Mexican Hat are situated in safe, mining-friendly jurisdictions with readily available and experienced service providers. Each asset is also situated close to existing infrastructure, further reducing initial capex.
- GMV is also noteworthy for its tightly held share structure, with 24 percent of shares held by management and advisors.
Key Projects
Mexican Hat
A low-sulphidation epithermal gold deposit, GMV’s 100-percent-owned Mexican Hat contains an estimated gold resource of 688,000 ounces across 5,000 acres. As GMV's flagship project, the company aims to further expand this resource through drilling, ultimately moving from an inferred resource estimate to a measured and indicated estimate. The mine development itself will consist of two pits — a smaller southeast pit will be mined first, followed by a larger pit to the north.
Mexican Hat project in Arizona
Highlights:
- Established Infrastructure: Located in close proximity to considerable transportation and power infrastructure, and a skilled workforce.
- Well-established Mining Process: GMV plans to extract minerals from Mexican Hat through heap leaching, a mining process known for its low capital investment and operating costs, fast payback, lack of tailings, low energy and water requirements, and simple setup and operation.
- Area Geology: Primary mineralization consists of gold and oxides in a metasomatic assemblage of chlorite, carbonate, epidote and minor silica arranged along a series of fractures and fault zones within a tilted conformable package of tertiary rock.
- Mineral Resource Estimate: The results of Mexican Hat's 2020 MRE include an inferred resource of 688,000 ounces at 0.58 grams per ton (g/t) gold in 36.73 Mt with a cut-off of .20 g/t gold and a strip ratio of 2.36.
- Preliminary Economic Assessment: Mexican Hat's PEA, conducted with the updated 2020 MRE, indicates a 10-year mine life; $100 million NPV; $67.80 million initial capex; 29.30 percent IRR after tax at $1,600/ounce of gold; and average annual gold production of 52,250 ounces.
Initial drilling at Dasiy Creek was completed in 2024 with preliminary results showing a thickening in the claystone horizons and increasing in the grade towards the south. The southern-most hole, DC24-1 intersected three distinct claystone horizons totaling 48.7 m of lithium enrichment starting 76.2 m downhole. GMV Minerals plans to conduct water sampling, plus an update of hydrologic, cultural, and environmental studies for permitting in 2025 with conversion and geotechnical drilling in the first and second quarters of the year.
Daisy Creek Lithium Project
View across the Basin showing historical trenching from the 1970s; material trenched is a claystone.
Located in Lander County, Nevada, Daisy Creek consists of 165 lode claims. Initially targeted for uranium by multiple oil and mining companies in the late 1970s and early 1980s, the project instead proved rich in lithium, displaying values of up to 2 percent in clay-altered volcanic tuffs, which geologists noted was likely hectorite-based.
Because there was very little demand for lithium at the time, Daisy Creek largely sat ignored and forgotten. It was not until several decades later that two of the geologists involved in the project's original drilling program noted multiple similarities between Daisy Creek and Lithium America's highly prospective Thacker Pass discovery. GMV plans to conduct a field program to confirm these observations.
Highlights:
- Full Ownership: In May 2023, GMV entered into a three-year option agreement with Daisy Creek's original owner, which will see it eventually gain a 100 percent interest in the project.
- Area Geology: Daisy Creek is part of a mountainous formation primarily composed of crystal-rich, early Miocene era ash-flow tuff. Said formation covers roughly 200 square miles with a volcanic complex that contains a collapse-type or graben structure filled with finely laminated tuffs that likely host anomalous lithium reserves. The basin that hosts the project itself covers approximately 18 square miles and consists primarily of finely laminated fissile sediments.
- Pre-existing Infrastructure: Daisy Creek is situated near several operating gold mines and has access to power, water and paved highways, considerably lowering the initial capital investment that will be required to develop the project.
- Prospective and Promising: Daisy Creek displays similar geology to Lithium America's Thacker Pass deposit, with a mineral reserve of 3.7 Mt of lithium carbonate equivalent at 3,160 ppm lithium.
GMV Minerals has completed its initial drill program on the Daisy Project comprised of five targets with 643 meters (2109 feet) of RC and tricone drilling. All holes intercepted various claystone horizons and claystone with felsic ash to lapilli tuffs with a distinctive trend towards more abundant claystone in the central portions of the caldera. A total of 221 samples have been submitted to ALS Global for analysis in Elko Nevada, including 10 Certified Reference Standards.
Management Team
Ian Klassen — President and CEO
Ian Klassen has 30 years of experience in public company management, public relations, government affairs, entrepreneurship, media relationship strategies and project management. Klassen is the president of a North American mineral exploration company and sits on the board of directors of several private and public companies. Previous to his management activities within private and public companies, he held a variety of positions within federal Canadian politics, including as senior political advisor to the Minister of State (Transportation), and as chief of staff, Office of the Speaker of the Canadian House of Commons. Klassen graduated with an undergraduate honors degree from Western University in 1989. In 1992, he received the Commemorative Medal for the 125th Anniversary of the Confederation of Canada in recognition of his significant contribution to his community and country.
Dr. D.R. Webb — Lead Consultant
Dr. D.R. Webb graduated with a geological engineering degree from the University of Toronto, where he obtained awards for the highest marks in both third-year and fourth-year field camps. He obtained his M.Sc. and Ph.D. in geological sciences at Queen’s University and Western University, respectively, where his focus was on the structural and geochemical controls of gold mineralization in the Yellowknife Greenstone Belt. Webb is credited for discovering both the largest granitic-hosted gold deposit in the Northwest Territories and the largest gold deposit in the Yellowknife Greenstone Belt found in the past 30 years. He served as president and director of Tyhee Gold, where he and his team developed a high-grade gold deposit into production, becoming Mongolia’s first hard-rock gold mine. He later advanced his discoveries in Yellowknife into a multimillion-ounce resource, completed economic and engineering analysis and initiated both feasibility studies and permitting.Webb also developed the Mon Gold Mine into the most recently permitted gold mine in the Yellowknife Gold Belt, operating for seven years and then shutting down in 1997. Webb is a consultant to the industry, providing services throughout the world and sits on the board of Lake Victoria Mining Company and Metallis Resources, several private corporations, and is on the advisory council for the Centre of Training Excellence in Mining. Webb co-authored the qualifying report on Fortune Minerals’ Nico Deposit, recommending the acquisition of what is now the largest bismuth resource in the world.
Michele Pillon — Chief Financial Officer
Michelle Pillon is an accountant with several years of experience in the junior mining exploration sector. Since 1988, Pillon has been providing accounting and regulatory assistance to public and private companies.
Ronald Handford – Vice President, Communications
Ronald Handford is a mining and technology entrepreneur and advisor with 18 years of CEO and senior executive experience. He has raised or participated in raising almost $80 million in private and public equity and has extensive investor, banking, industry and government contacts in North America, Europe and Asia.
North Bay Resources Inc. Acquires a 70% Interest in the Bishop Gold Mill, Inyo County, California
CMC Metals Ltd. (TSX-V: CMB) (Frankfurt: ZM5P) ("CMC" or the "Company") is pleased to announce it has entered into a share purchase agreement with North Bay Resources Inc. (OTC-US: NBRI, "NBRI") to acquire an additional 14.5% of the Bishop Gold Mill (the " Mill "). This brings NBRI's total ownership to 70%. The remaining 30 % of the mill will be owned by 1436132 B.C. Ltd, a privately held corporation.
The 96 ton per day mill is located north of Bishop, California. NBRI has recently acquired and installed additional gold extraction equipment including a centrifuge in the gravity circuit ( see NBRI press release dated January 10, 2025 ). Based on a December 2024 metallurgical study ( see NBRI press release dated December 16, 2024 ) NBRI has estimated a 97% recovery of gold from their Fran Gold Project at the Bishop mill. NBRI has estimated material from the Fran Gold Project to have a head grade of 0.9 ounces of gold per ton. Material from the Fran Project has been recently transported to the Bishop mill for test processing.
The Company has entered into an agreement with NBRI and the current minority owner 1436132 BC Ltd., a private Canadian company, for NBRI to acquire an additional 14.5% of 0877887 BC Ltd. ("087"), a former subsidiary of the Company. The primary asset of 087 is the Bishop Gold Mill. Within this transaction, North Bay acquires a total interest of 70% of 087, in addition to prior payments and issuances to date, by assuming the amended cash payments and common share transfers to CMC as follows:
Cash Payments* :
- $12,500 payable on signing
- $12,500 payable on February 15, 2025
- $12,500 payable on April 1, 2025
- $50,000 payable on July 7, 2025
- $25,000 payable August 15, 2025
- $50,000 payable September 25, 2025
(*all cash payments are in USD)
Share Payment :
- $200,000 CAD in common shares of North Bay to be delivered on signing at a foreign exchange rate CAD/USD of $0.70 and share price of $0.0009 totaling 155,555,556 Restricted Common Shares of NBRI subject to a minimum hold period of 1 year and representing approximately 2% of NBRI common shares outstanding.
Kevin Brewer, President and CEO of CMC notes "We are very pleased to have completed this transaction. This is generating further value from the divesting of the Bishop Mill that we expect will provide us with a significant return in the foreseeable future. We look forward to NBRI's continued success with this project."
As a result of this final arrangement between the parties, upon completion of the cash and share payments CMC will no longer hold a security interest in the Mill. After this acquisition, CMC will hold a total of 1,275,555,556 common shares of NBRI. NBRI remains the Operator of the Mill.
Qualified Person
Qualified Person Kevin Brewer, a registered professional geoscientist, is the Company's President and CEO, and Qualified Person (as defined by National Instrument 43-101). He has given his approval of the technical information pertaining reported herein. The Company is committed to meeting the highest standards of integrity, transparency and consistency in reporting technical content, including geological reporting, geophysical investigations, environmental and baseline studies, engineering studies, metallurgical testing, assaying and all other technical data.
About CMC Metals Ltd.
CMC Metals Ltd. is a growth stage exploration company focused on the exploration of high-grade silver-lead-zinc critical mineral carbonate replacement and skarn deposits in the Rancheria Silver District in Northern British Columbia and Yukon. Their properties include their flagship Silverknife project which is immediately adjacent to Coeur Mining's Silvertip deposit, one of the highest-grade underground CRD-vein deposits in the world, the Silver Hart Deposit and Blue Heaven claims (Yukon) and the Amy claims (north-central British Columbia). Other projects include the Bridal Veil (Newfoundland) - an orogenic gold target, and Logjam (Yukon) a silver-gold target with porphyritic association.
On behalf of the Board:
"Kevin Brewer"
Kevin Brewer, President, CEO and Director
CMC METALS LTD.
For Further Information and Investor Inquiries:
Kevin Brewer, P. Geo., MBA, B.Sc. (Hons), Dip. Mine Eng.
President, CEO and Director
Tel: (709) 327 8013
kbrewer80@hotmail.com
Suite 1000-409 Granville St., Vancouver, BC, V6C 1T2
To be added to CMC's news distribution list, please send an email to info@cmcmetals.ca or contact Mr. Kevin Brewer directly.
Neither the 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.
"This news release may contain certain statements that constitute "forward-looking information" within the meaning of applicable securities law, including without limitation, statements that address the timing and content of upcoming work programs, geological interpretations, receipt of property titles and exploitation activities and developments. In this release disclosure regarding the potential to undertake future exploration work comprise forward looking statements. Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks, including the ability of the Company to raise the funds necessary to fund its projects, to carry out the work and, accordingly, may not occur as described herein or at all. Actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, the timing and receipt of government and regulatory approvals, the impact of the constantly evolving COVID-19 pandemic crisis and continued availability of capital and financing and general economic, market or business conditions. Readers are referred to the Company's filings with the Canadian securities regulators for information on these and other risk factors, available at www.sedar.com. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation."
News Provided by GlobeNewswire via QuoteMedia
North Bay Resources Inc. Acquires a 70% Interest in the Bishop Gold Mill, Inyo County, California
CMC Metals Ltd. (TSX-V: CMB) (Frankfurt: ZM5P) ("CMC" or the "Company") is pleased to announce it has entered into a share purchase agreement with North Bay Resources Inc. (OTC-US: NBRI, "NBRI") to acquire an additional 14.5% of the Bishop Gold Mill (the " Mill "). This brings NBRI's total ownership to 70%. The remaining 30 % of the mill will be owned by 1436132 B.C. Ltd, a privately held corporation.
The 96 ton per day mill is located north of Bishop, California. NBRI has recently acquired and installed additional gold extraction equipment including a centrifuge in the gravity circuit ( see NBRI press release dated January 10, 2025 ). Based on a December 2024 metallurgical study ( see NBRI press release dated December 16, 2024 ) NBRI has estimated a 97% recovery of gold from their Fran Gold Project at the Bishop mill. NBRI has estimated material from the Fran Gold Project to have a head grade of 0.9 ounces of gold per ton. Material from the Fran Project has been recently transported to the Bishop mill for test processing.
The Company has entered into an agreement with NBRI and the current minority owner 1436132 BC Ltd., a private Canadian company, for NBRI to acquire an additional 14.5% of 0877887 BC Ltd. ("087"), a former subsidiary of the Company. The primary asset of 087 is the Bishop Gold Mill. Within this transaction, North Bay acquires a total interest of 70% of 087, in addition to prior payments and issuances to date, by assuming the amended cash payments and common share transfers to CMC as follows:
Cash Payments* :
- $12,500 payable on signing
- $12,500 payable on February 15, 2025
- $12,500 payable on April 1, 2025
- $50,000 payable on July 7, 2025
- $25,000 payable August 15, 2025
- $50,000 payable September 25, 2025
(*all cash payments are in USD)
Share Payment :
- $200,000 CAD in common shares of North Bay to be delivered on signing at a foreign exchange rate CAD/USD of $0.70 and share price of $0.0009 totaling 155,555,556 Restricted Common Shares of NBRI subject to a minimum hold period of 1 year and representing approximately 2% of NBRI common shares outstanding.
Kevin Brewer, President and CEO of CMC notes "We are very pleased to have completed this transaction. This is generating further value from the divesting of the Bishop Mill that we expect will provide us with a significant return in the foreseeable future. We look forward to NBRI's continued success with this project."
As a result of this final arrangement between the parties, upon completion of the cash and share payments CMC will no longer hold a security interest in the Mill. After this acquisition, CMC will hold a total of 1,275,555,556 common shares of NBRI. NBRI remains the Operator of the Mill.
Qualified Person
Qualified Person Kevin Brewer, a registered professional geoscientist, is the Company's President and CEO, and Qualified Person (as defined by National Instrument 43-101). He has given his approval of the technical information pertaining reported herein. The Company is committed to meeting the highest standards of integrity, transparency and consistency in reporting technical content, including geological reporting, geophysical investigations, environmental and baseline studies, engineering studies, metallurgical testing, assaying and all other technical data.
About CMC Metals Ltd.
CMC Metals Ltd. is a growth stage exploration company focused on the exploration of high-grade silver-lead-zinc critical mineral carbonate replacement and skarn deposits in the Rancheria Silver District in Northern British Columbia and Yukon. Their properties include their flagship Silverknife project which is immediately adjacent to Coeur Mining's Silvertip deposit, one of the highest-grade underground CRD-vein deposits in the world, the Silver Hart Deposit and Blue Heaven claims (Yukon) and the Amy claims (north-central British Columbia). Other projects include the Bridal Veil (Newfoundland) - an orogenic gold target, and Logjam (Yukon) a silver-gold target with porphyritic association.
On behalf of the Board:
"Kevin Brewer"
Kevin Brewer, President, CEO and Director
CMC METALS LTD.
For Further Information and Investor Inquiries:
Kevin Brewer, P. Geo., MBA, B.Sc. (Hons), Dip. Mine Eng.
President, CEO and Director
Tel: (709) 327 8013
kbrewer80@hotmail.com
Suite 1000-409 Granville St., Vancouver, BC, V6C 1T2
To be added to CMC's news distribution list, please send an email to info@cmcmetals.ca or contact Mr. Kevin Brewer directly.
Neither the 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.
"This news release may contain certain statements that constitute "forward-looking information" within the meaning of applicable securities law, including without limitation, statements that address the timing and content of upcoming work programs, geological interpretations, receipt of property titles and exploitation activities and developments. In this release disclosure regarding the potential to undertake future exploration work comprise forward looking statements. Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks, including the ability of the Company to raise the funds necessary to fund its projects, to carry out the work and, accordingly, may not occur as described herein or at all. Actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, the timing and receipt of government and regulatory approvals, the impact of the constantly evolving COVID-19 pandemic crisis and continued availability of capital and financing and general economic, market or business conditions. Readers are referred to the Company's filings with the Canadian securities regulators for information on these and other risk factors, available at www.sedar.com. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation."
News Provided by GlobeNewswire via QuoteMedia
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