/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES/
Bald Eagle Gold Corp., (" Bald Eagle " or the " Company ") (TSXV: BIG) (OTCBQ: BADEF) announces that the Company has entered into a share purchase agreement (the " Share Purchase Agreement ") to acquire a 100% interest in the Leviathan Property located in the Heath Mining District of Washington County, Idaho USA (the " Leviathan Property ", or the " Property "). The Property is composed of sixty-five unpatented mineral claims. The Leviathan is located immediately east of and adjoins the Company's recently acquired Hercules silver property ( "Hercules" or the "Hercules Property" ).
The Company will acquire the Property (the " Transaction ") by purchasing all of the issued and outstanding common shares (the " Frontier Shares ") of Frontier Metals Canada Holdings Corp. (" Frontier Canada "). Frontier Canada is a private company existing under the laws of British Columbia. The holders of the Frontier Canada shares (the " Vendors ") are at arm's length to the Company.
Closing of the Transaction is subject to receipt of applicable regulatory approvals and third-party consents, including the approval of the TSX Venture Exchange (" TSXV ") and closing conditions customary for transactions of this nature, on or before December 31, 2021 .
The Transaction is consistent with the Company's focus of consolidating a district-scale exploration opportunity in the favourable mining jurisdiction of Idaho, USA . The Leviathan Property lies immediately adjacent to the Company's recently acquired Hercules Property in the Cuddy Mountain Mining District and expands Bald Eagle's total land position to 2,209 acres in this highly prospective area.
Historical surface sampling indicates that the silver (+/- lead-zinc) mineralization on the Hercules Property extends onto the northern portion of the Leviathan, which provides the Company with additional targets to increase the overall strike length of the mineralized system 2 . Significant copper mineralization is also present within the volcanic rocks at surface on Leviathan, suggesting a potential porphyry copper system may be present at depth.
The last major cycle of exploration took place in the Heath Mining District in the early 1980's, when a number of companies were active on various claim groups throughout the district. Bald Eagle's acquisition of the Leviathan represents an important consolidation of the district, allowing the Company to explore both the silver (+/- lead-zinc) component of the system on the Hercules as well as possibly related porphyry copper style mineralization on the Leviathan.
Raymond Harari , President and Director of Bald Eagle, commented: "We are very excited to be expanding our Hercules silver project in the mining friendly jurisdiction of Idaho . The Leviathan acquisition provides us with a much larger land package of prospective ground on which to explore and expand the currently known mineralization. Our geological team is currently preparing a field exploration program for the newly acquired ground, to be executed over the coming weeks. Idaho is a top ranked jurisdiction for mining and mineral exploration internationally, and we are excited to begin exploring and generating news flow on the project."
About the Leviathan Property
The Leviathan Property consists of sixty-five 65 unpatented lode claims situated on the western flank of Cuddy Mountain in western Idaho , approximately 200 kilometers northwest of Boise . Cuddy Mountain is an uplifted and tilted fault block, about 19 kilometers across, characterized by a Triassic-Jurassic sequence of volcanics, volcaniclastics and sediments, surrounded in all directions by younger Tertiary basalt flows.
Numerous quartz porphyry plugs, believed to be Cretaceous in age, intrude the volcanic sequence in the southern half of the Property. A large intrusive complex associated with copper porphyry style mineralization occurs on the adjacent IXL prospect to the southeast of the Property*. The intrusive complex present at the IXL prospect is interpreted to be genetically related to similar intrusive rocks on the Leviathan.
A particular rhyolite flow unit within the Triassic volcanic sequence, informally known as the Hercules Rhyolite, is host to significant vein and replacement deposits of silver (lead-zinc) on the Company's adjacent Hercules Property. The Hercules Rhyolite is projected to trend northeast onto the northern portion of the Leviathan Property. Significant silver, lead and zinc-in-soil values occur along the projected trend, including the Thor Zone containing individual soil sample values of up to 26 g/t Ag and 0.75% Pb 1 . Despite the strongly anomalous soil values, little exploration work has been carried out at the Thor Zone due to its steep terrain, heavy soil cover and the masking of the mineralized Hercules Rhyolite by surrounding tertiary basalt cover.
In the southeast of the Property, the 44 Zone is comprised of the White Monument, Cliff, Little Gem, Lone Star , Metheny, Yellow Bride, Long Cut and Big Cut prospects. Strongly anomalous silver values are reported from historic soil samples collected over the 44 Zone 2 .
Outcropping mineralization is characterized by disseminated to semi-massive copper and silver bearing sulfide and oxide minerals hosted within both andesitic and rhyolitic lithologies. The mineralization is associated with rhyolite sills and dykes which may represent feeder structures to the overlying Hercules Rhyolite 2 . Evidence of widely scattered test pits, shallow shafts and adits from the late 1800's and early 1900's still remain on the Property, some of which have been obliterated by more recent cat trenches.
En echelon mineralized structures have been exposed by trenching at the Big Cut prospect. Chalcopyrite occurs as disseminations and less commonly as semi-massive lenses in rhyolite sills and dykes, further supporting evidence of a genetic association with the stratigraphically overlying Hercules Rhyolite. Sampling of the principal showings at the Big Cut yielded weighted average assay highlights of up to 1.78% copper across 90 feet (E.S. Asano, 1971) and 1.3% copper across 57 feet (J. Vincent, 1973) 3 . The average copper:silver ratio reported at the Big Cut is approximately 2.5:1. Other notable historic trench intercepts at Big Cut include 1,2 :
Crowley, F. 1983. Thor Explorations Ltd. Jug Group of Claims. Heath Mining District.
Armstrong, C. 1976. Report on the Iron Cap Property, Heath Mining District.
Kelly, S. 1973. Progress Report to the Vancouver Stock Exchange on the Iron Cap, or Big Cut Holdings of Acaplomo Mining and Development Co. Ltd. in the Heath Mining District with concurrence by C.M. Armstrong, P.Eng.
NR = Not Reported
The assay results reported above are historic in nature and have not been confirmed nor verified by a Bald Eagle Qualified Person and as a result should not be relied upon.
Appointment of Mr. Christopher Paul to the Board of Directors
Pursuant to the terms of the Transaction and subject to the approval of the TSXV, Mr. Christopher Paul will be appointed to the Board of Directors of the Company. Mr. Paul holds a B. Sc. in Geology from Simon Fraser University , 2014, and a Diploma in Mining & Mineral Exploration Technology, 2011, from the British Columbia Institute of Technology. Mr. Paul is a Principal and Founder of Ridgeline Exploration, a technical services company which was recently acquired by Goldspot Discoveries Corp. He has served in numerous senior exploration management roles including most recently as the Vice President of Exploration for Golden Ridge Resources Ltd. where he was fundamental in the discovery of the Williams copper gold porphyry in the Golden Triangle region of British Columbia .
Terms of the Transaction
Pursuant to the Share Purchase Agreement, the Company will purchase: (i) all of the issued and outstanding Frontier Shares from the Vendors; and (ii) a shareholder loan in the amount of 33,414.00 from one of the Vendors in consideration for the issuance by the Company of 10,000,000 of its common shares (the " Consideration Shares ") to the Vendors at a deemed price of $0.045 per share and the entering into of a net smelter return royalty agreement (" NSR Royalty Agreement ") granting the Vendors a perpetual two percent (2.0%) royalty (the " NSR Royalty ") relating to all production from the Leviathan Property.
The Consideration Shares will be subject to a statutory hold period under applicable Canadian securities Laws which will expire four months and one day after issuance and to voluntary trading restrictions, with 20% of such shares to be released every six months beginning on March 24, 2022 .
Pursuant to the terms of the Transaction and subject to the approval of the TSXV, the Company will also appoint Mr. Christopher Paul to the board of directors of the Company.
The NSR Royalty is subject to a buyback right in favor of the Company pursuant to which the Company may repurchase, commencing at any time after the date of the NSR Royalty Agreement and ending upon the commencement of commercial production (as defined in the NSR Royalty Agreement), with a minimum of 60 days prior written notice to purchase 1% of the NSR Royalty (such that the remaining NSR Royalty shall be reduced to 1% of the net smelter returns) for a price equal to CAD$1,000,000 payable in cash.
Closing of the Transaction is subject to receipt of any applicable regulatory approvals and third party consents, including the approval of the TSXV and closing conditions customary for transactions of this nature, on or before December 31, 2021 .
The scientific and technical information in this news release has been reviewed and approved for disclosure by Nick Tintor, a Qualified Professional Member of the Mining & Metallurgical Society of America and the "Qualified Person" for Bald Eagle within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects and a member of the board of directors of Bald Eagle.
About Bald Eagle Gold Corp.
Bald Eagle Gold Corp. is a junior mining company focused on the exploration and development of advanced exploration assets in known precious metal districts in the Americas. The Company's objective is to acquire advanced exploration projects for exploration and development. The Company intends to, through evaluating historical data and utilizing modern exploration techniques and geological concepts enhance resources. The management team and board of directors of the Company have an established track record of creating significant returns for investors and have demonstrated access to capital to advance the development of assets.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States . Any securities referred to herein have not and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws of an exemption from such registration is available.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information in this press release may include, without limitation, statement and information regarding closing of the Transaction and the future operating or financial performance of Bald Eagle.
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 Bald Eagle, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although Bald Eagle has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Bald Eagle does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
*This news release contains information about adjacent properties on which Bald Eagle has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.
SOURCE Bald Eagle Gold Corp.
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