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TSX: GPD
NR 11-23
www.goldenpredator.com |
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TSX: SEA
NYSE Amex: SA
www.seabridgegold.net |
VANCOUVER, June 22, 2011 /PRNewswire/ - Golden Predator
Corp. ("Golden Predator") (TSX:GPD), and Seabridge Gold Inc.
("Seabridge") (TSX:SEA; NYSEAmex:SA) are pleased to announce
that they have executed a letter of intent ("Letter of
Intent") pursuant to which Golden Predator and Seabridge will
contribute an industry-leading portfolio of US gold assets into
Wolfpack Gold Corp. ("Wolfpack").
Golden Predator and Seabridge both seek to focus
on their advanced Canadian assets and as such are contributing
select US gold properties to Wolfpack to create value from
undervalued assets and create a premier gold exploration and
development company with its principal projects in
Nevada, USA.
It is anticipated that the Board of Directors of
Wolfpack, at the closing of the transactions, will consist of
Rudi Fronk, William E. Threlkeld, William M. Sheriff, John
W. Legg, David Schmidt and
two additional directors, each of whom is independent of Wolfpack,
Seabridge and Golden Predator.
Wolfpack Property Portfolio
Golden Predator and Seabridge propose to
contribute a total of 5 advanced stage and development properties,
comprising over 7,635 hectares of land, to Wolfpack with Golden
Predator's Adelaide Project and Seabridge's Castle Black Rock
Property being the most advanced.
Transactions with Golden
Predator
Golden Predator will grant to Wolfpack an option
to purchase its interest in the Adelaide and Tuscarora Properties located in
Humboldt and Elko Counties, Nevada. To exercise this
option, Wolfpack will issue to Golden Predator an aggregate minimum
of 12,500,000 common shares of Wolfpack ("Wolfpack Shares")
over a three year period, with Wolfpack issuing 1,500,000 Wolfpack
Shares on closing. The actual number of Wolfpack Shares to be
issued to Golden Predator following closing is subject to upward
adjustment, based on future value protection formulae, and hence,
these share amounts should be viewed as the minimum number of
Wolfpack Shares to be issued to maintain and fulfill the
option.
In addition, Golden Predator will sell to
Wolfpack its interests in 13 additional properties (collectively
the "Golden Predator Secondary Properties") including
Golden Ridge, Angel's Camp, and
Mineral Hill, for 4,500,000 Wolfpack Shares.
Transactions with Seabridge
Seabridge will grant to Wolfpack:
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(a) |
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an option to purchase its interest in
the Castle Black Rock Property, located in Nevada. To
exercise this option, Wolfpack must issue to Seabridge an aggregate
minimum of 7,000,000 Wolfpack Shares over a three year period, with
Wolfpack issuing 840,000 Wolfpack Shares on closing; |
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(b) |
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an option to purchase its 90%
interest in the Four Mile Basin Property located in Nevada.
To exercise this option, Wolfpack must issue to Seabridge an
aggregate minimum of 2,700,000 Wolfpack Shares over a three year
period, with Wolfpack issuing 324,000 Wolfpack Shares upon closing;
and |
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(c) |
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an option to purchase its 90%
interest in the Liberty Springs Property located in Nevada.
To exercise this option, Wolfpack must issue to Seabridge an
aggregate minimum of 2,250,000 Wolfpack Shares over a three year
period, with Wolfpack issuing 270,000 Wolfpack Shares upon
closing. |
William M.
Sheriff, the President and CEO of Golden Predator,
personally holds a 10% interest in the Four Mile Basin and
Liberty Springs Properties.
Mr. Sheriff will grant to Wolfpack:
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(a) |
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an option to purchase his interest in the Four Mile Basin
Property. To exercise this option, Wolfpack must issue to Mr.
Sheriff an aggregate minimum of 300,000 Wolfpack Shares over a
three year period, with Wolfpack issuing 36,000 Wolfpack Shares
upon closing; and |
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(b) |
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an option to purchase its 10% interest in the Liberty Springs
Property. To exercise this option, Wolfpack must issue to Mr.
Sheriff an aggregate minimum of 250,000 Wolfpack Shares over a
three year period, with Wolfpack issuing 30,000 of such Wolfpack
Shares upon closing. |
The actual number of Wolfpack Shares to be
issued to Seabridge/Sheriff following closing is subject to upward
adjustment, based on future value protection formulae, and hence,
these share amounts should be viewed as the minimum number of
Wolfpack Shares to be issued to maintain and fulfill the
options.
In addition, Seabridge will sell to Wolfpack its
interests in 25 additional properties (collectively, the
"Seabridge Secondary Properties") including the Golden Arrow
South Project for 4,072,500 Wolfpack Shares. Mr. Sheriff has
minority interests in certain of the Seabridge Secondary
Properties, which he will sell to Wolfpack for 427,500 Wolfpack
Shares.
Royalties
The Castle Black Rock, Adelaide, Four Mile Basin, Liberty Springs, Golden Predator Secondary and
Seabridge Secondary Properties (collectively the
"Properties") will be subject to a 2% net smelter royalty on
all precious metals and a 1% net smelter royalty on all
non-precious metals derived from such properties in favour of the
vendors. Should any of the Properties be subject to
pre-existing royalties, the respective vendor will receive a 1% net
profits royalty. With respect to the Properties in
which Mr. Sheriff holds an interest, the applicable royalty will be
divided between Seabridge and Mr. Sheriff in proportion to their
interests.
Properties
The properties being optioned by Wolfpack, as
well as the more significant Golden Predator and Seabridge
Secondary Properties, are:
Adelaide Project - Humboldt County, Nevada
The Adelaide Project is located in southeastern
Humboldt County, Nevada; about 18
miles (29 km) southeast of Winnemucca. Golden Predator
controls over 4,338 acres (1,755 ha) covering 3.6 miles (5.8 km) of
strike along the mineralized Adelaide structure. The Project consists of
210 unpatented claims, of which 190 are leased.
The Adelaide Project is optioned in conjunction
with the Tuscarora property under
an agreement with Atna Resources Corp. (formerly Canyon Resources
Corporation). Golden Predator assumed the position of Atna in
an underlying agreement with Newmont Mining Corporation to earn-in
to 100% ownership of the property subject to a 3% NSR to Newmont,
in addition to various other NSR's associated with underlying lease
agreements. Newmont retains a one-time option on either
project to enter into a joint venture whereby Newmont would hold a
51% and the Company a 49% interest.
The largest past producer within the property,
the Crown Mine, operated intermittently from the early part of the
century into the early 1940's. It has produced approximately
19,000 oz gold and 345,000 oz silver from a combination of open pit
and underground workings. The most recent mining on the property
took place from 1988 to 1991; a small open pit operation south of
the Crown Mine produced a total of 4,917 oz gold and 53,474 oz
silver from the Margarite and Recovery vein zones. In
addition, the property has been the focus of exploration over the
last 30 years by a number of companies. Approximately 220
percussion and RC holes, as well as 18 core holes have been drilled
in several areas on the property including the Adelaide-Crown and Margarite-Recovery veins,
as well as the Robbers Knob area. Each of these prospects in
the district has had various historic resources and reserves
announced on them, none of which are compliant with NI 43-101
resource categories.
Golden Predator has completed 59 drill holes on
the Adelaide Project over the past two years, testing multiple
targets and advancing the Margarite vein structural zone target to
a point requiring delineation drilling to adequately define a
potential resource. In addition to the successful work on the
Margarite zone, Golden Predator's drilling identified a zone of
shallow high grade mineralization on an offset of the Crown vein to
the north of historic open pit operations, and confirmed the
existence of high grade mineralization over 122 m (400 ft) of
strike on the Sage vein located 450 m
(1,500 ft) to the northwest of the Margarite vein. Additional
drilling has been recommended for these zones.
Drilling on the Margarite vein has identified a
strong continuity of high grade intercepts along strike and
increasing gold grades with depth. RC drill holes GPA-035,
GPA-036 and GPA-037 demonstrated continuity of +0.1 oz/t (+3.43
g/t) mineralization over 900 ft (274 m) of strike, and over 150 ft
(46 m) of vertical extent as well. The best intercept
obtained in this drilling had 0.632 oz/t (21.67 g/t ) gold across
and true vein zone wiDth of 23.3 ft (7.09 m) . The elevation
range of the drilled gold intercepts is interpreted to be the upper
levels of the boiling zone in the bonanza vein style system.
The system is open to the north and down-dip. The exploration
drilling also identified anomalous gold bearing veins sub parallel
to the Margarite zone that warrant testing at the favorable
horizon.
To advance the delineation drilling and
metallurgical sampling for the Margarite vein structural zone,
Golden Predator has initiated permitting for an exploration drift
to develop underground workings to approximately 250 ft (76 m)
below the surface of the Margarite pit floor and establish
underground drilling platforms. These drill platforms will
allow for the further delineation of the known mineralization and
continue testing the same structure down-dip, and will also test
additional parallel vein targets. The savings in reduced
footage of delineation and exploration drilling from underground
versus continued surface drilling will significantly offset the
cost of underground development work and also allow for
metallurgical sampling.
Castle Black Rock Project - Esmeralda County, Nevada
The Castle Black Rock Project is located in
Esmeralda County, Nevada.
The Project straddles U.S. Highway 95/6, approximately 20 miles (32
km) west of Tonopah, Nevada and
consists of 125 unpatented lode claims covering 2,580 acres (1,045
ha). The property is held under a 100% lease with Platoro
West Incorporated and is subject to a sliding scale NSR that ranges
from 3% to 5% depending on the price of gold. Fischer Watt Gold also holds a 1% NSR on 62 CP
and NEW claims and a 0.7% on 57 NBSS and JP claims. Seabridge
retains the right to buy back half of the Platoro West Incorporated
royalty at any time for US$1.8
million.
Several companies have explored the property in
the past and there has been limited mining. Production
records are not available and total gold production is not
known.
An independent, NI 43-101 compliant resource
estimate for the Castle Black Rock Project dated July 31, 2009 was prepared for Cortez Resources
Corp. by Bikerman Engineering & Technology Associates, Inc.
("Bikerman").1 In that report, an Inferred
Mineral Resource of 14.68 MM tonnes at a grade of 0.454 g/t gold
was calculated using a 0.25 g/t cutoff on the Castle
zone. This mirrors a non-NI 43-101 compliant resource
estimate prepared by Bikerman on the Castle Zone in
2000.2 The 2000 Report also disclosed additional
resource estimates on the Berg-Boss and Black Rock zones, which do meet the
requirements of the current NI 43-101 regime. A cutoff grade
of 0.25 g/t was used in the 2000 Report calculations. These
historic estimates are set forth in the following table:
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Tonnes |
Grade (g/t) |
Contained Grams
(Ounces) |
Castle Zone Measured and
Indicated |
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8,330,762 |
0.574 |
153,689 |
Berg-Boss Zone Measured and
Indicated |
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3,517,945 |
0.471 |
53,307 |
Black Rock Zone Measured and
Indicated |
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532,097 |
0.467 |
7,994 |
Total Measured and Indicated |
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12,380,804 |
0.540 |
214,990 |
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Castle Zone Inferred |
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6,677,990 |
0.353 |
75,748 |
Berg-Boss Zone Inferred |
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1,234,857 |
0.432 |
17,139 |
Black Rock Zone Inferred |
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37,509 |
0.350 |
422 |
Total Inferred |
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7,950,356 |
0.365 |
93,310 |
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Readers are cautioned while Bikerman's 2000
resource estimate is considered to be reliable and relevant it does
not use categories as defined in NI 43-101. The historic
resource estimate is based on prior data and reports obtained and
prepared by previous operators, and the reader is cautioned that
none of the calculations conform to NI 43-101 requirements for
reporting reserves and resources. Wolfpack has not done the work
necessary to verify the classification of the mineral resource
estimates. Wolfpack is not treating the historical mineral resource
estimate as a NI 43-101 defined resource verified by a qualified
person. The historical estimate should not be relied upon.
The Castle Black Rock Project will require considerable further
evaluation which Wolfpack's management and consultants intend to
carry out in due course. Presently, the historical estimates serve
primarily as an exploration tool.
The resource model for Bikerman's 2000 and 2009
estimates was constructed with a computerized 3-D block model
employing Medsystem software, and using an inverse distance cubed
interpolation procedure, capping the higher grade values within
each rock type, limiting the search by rigid geologic boundaries
and reported at a cut-off grade of 0.25 grams of gold per
tonne.
The Castle Black Rock property lies within the
Walker Lane structural zone, a 50-mile wide northwesterly trending
zone of right lateral shears, normal faults and associated precious
metal deposits. Gold has been found in three zones on the
property: Castle, Black Rock and
Berg-Boss. In each zone, gold is concentrated in structures
hosted by volcanic and sedimentary rocks. Gold is also
distributed away from the structures in the volcanic rocks.
In the Castle zone, high-angle structures
localize the highest-grade gold concentrations. In these
zones, multiple episodic boiling of hydrothermal fluids produced
veins and breccia zones that concentrated gold. Adjacent to
these structures, fluids invaded the rock and created a lower-grade
halo of gold concentrations. The Castle target is not closed
off along strike or at depth. The Castle zone could
ultimately connect with the Black
Rock zone as well.
At the Berg-Boss zone, gold concentrations are
centered on a northwest trending fault and the contact zones
between rhyolite and andesite. The Black Rock zone contains a high-angle
northwest structure similar to the Berg-Boss zone. Gold
concentrations are associated with this northwest structure and are
hosted by both sedimentary rocks and volcanic rocks.
Gold-bearing fluids have spread laterally along the contact between
shale and rhyolite tuff. Exploration potential is considered
excellent. The Berg zone was never delineated along its north
side due to historic property boundary conflicts preventing
access. These boundary conflicts have since been resolved
allowing exploration to progress north towards the mineralization
remaining in the Boss pit. Additionally, good exploration
potential exists in areas where high-grade feeder structures may
exist down dip on all of the known zones and in lesser prospected
areas on the northwest side of the property. Following up
these high-grade feeder zones could increase grade estimates for
the zones. A two-stage, $2,000,000 work program is planned which will
include 25,000 ft (7,622 m) of confirmatory, infill and reserve
definition drilling, metallurgical test work and an environmental
baseline study.
Four Mile Basin Project - Nye County, Nevada
The Four Mile Basin Project lies 29 miles (47
km) northeast of Tonopah,
Nevada. The Project consists of 207 lode claims covering
4,276 acres (1,730 ha) and is owned 90% by Seabridge and 10% by
Sheriff. Precious metal mineralization occurs in epithermal
quartz veins and stockwork veining hosted by strongly silicified
Paleozoic sediments and in a hot springs sinter hosted by Tertiary
volcanics. Much of the property is alluvial covered adding to
the exploration potential. There are several areas on the
property where small scale historic mining is in evidence. In
addition, surface work and drilling by previous operators
identified target areas including PZ, KM Peak, South Tuff Target,
Opaline Hill and Lincs Sinter. Property-wide rock sampling
shows a widespread high background for gold as well as very high
individual samples; the highest being 54 g/t gold and 404 g/t
silver. Although many companies have worked on portions of
the property, none have systematically and thoroughly explored
these targets. Wolfpack proposes to compile all available
data, continue with surface evaluation and design a drill program
to test epithermal quartz veins and disseminated gold
mineralization.
Liberty Springs Project - Nye County, Nevada
The Liberty Springs Project lies 18 miles (28
km) north-northwest of Tonopah,
Nevada. The Project consists of 80 lode claims covering 1,652
acres (669 ha) and is owned 90% by Seabridge and 10% by
Sheriff. At Liberty Springs precious metal mineralization
occurs in epithermal quartz veins and stockwork veining hosted by
bleached, argillized, limonite stained, and moderate to strongly
silicified Cambrian - Ordovician sedimentary rocks. Previous
work by Pegasus Gold Corporation identified anomalous gold
mineralization in several drill holes and low to ore grade
mineralization in four holes. The best drill intercept
contained 5 ft @ 0.078 oz/t (1.52 m @ 2.67 g/t) gold within a 55 ft
interval grading 0.018 oz/t (16.76 m grading .62 g/t) gold.
Wolfpack plans to build upon Pegasus' solid foundation and focus on
identifying possible high-grade feeder structures related to the
more widely distributed low grade gold occurrences.
Golden Ridge Project - Modoc
County, California
The Golden Ridge Project is a district-scale
bonanza gold vein target located in the High Grade district in the
Warner Mountains approximately 16 miles (26 km) southeast of
Lakeview, Oregon. The
Project consists of 164 lode claims covering 3,388 acres (1,371
ha). Golden Predator owns 150 lode claims and leases the
remaining 14 claims under agreements with two separate
owners. The leased properties are subject to advance minimum
royalty payments and NSRs that range from 2% to 5%.
Recent exploration at the Project has included
shallow drilling concentrated upon defining low-grade disseminated
gold mineralization amenable to surface bulk mining. The
project has been tested by over 114 mostly shallow vertical drill
holes, concentrated upon the two areas where potential open pit
disseminated gold mineralization were defined. These drilling
programs culminated in a non-NI 43-101 compliant historic gold
resource of 1.23 MM tons @ 0.036 oz/t gold (1.12 MM tonnes at 1.23
g/t) with a .01 oz/t (.34 g/t ) cut-off as calculated by
Golden Phoenix Mines, yielding a
mineral inventory of 44,640 ounces gold (Taylor, 1998). Readers are cautioned that the
historic estimate is meant to put past production efforts into
context, while it is considered to be reliable and relevant the
estimate does not use categories as defined in NI 43-101. This
historic resource estimate is based on prior data and reports
obtained and prepared by previous operators, and the reader is
cautioned that none of the calculations conform to NI 43-101
requirements for reporting reserves and resources. Wolfpack has not
done the work necessary to verify the classification of the mineral
resource estimates and is not treating the mineral resource
estimates as a NI 43-101 defined resource verified by a qualified
person. The historical estimates should not be relied upon. The
Golden Ridge Project will require considerable further evaluation
which Wolfpack intends to carry out in due course. Presently, the
historical estimates serve primarily as an exploration tool.
The Golden Ridge Project is a low sulfidation
epithermal gold system hosted by early Tertiary volcanic rocks
intruded by and capped with younger Pliocene-age rhyolite and
basalt. Mineralization in the district appears spatially and
genetically related to the later, highly siliceous eruptive phases
and associated hydrothermal activity. Emplacement of rhyolite domes
and mineralization has occurred along a northeast-trending
structural zone that is the locus of intense alteration. The style
and setting of this mineralization is very similar to Yamana's El
Penon mine in Chile.
In 2009, Golden Predator completed five core
holes totaling 1,443 ft (440 m) and 30 RC holes totaling 10,245 ft
(3,123 m) on the Project. The exploration program focused on
targeting high grade (>0.3 oz/t (10.29 g/t)) gold bonanza vein
style mineralization with grades to support trucking ore to a
proposed central milling facility. The drilling tested geochemical
and geological targets on the principle veins zones, including
multiple tests on the Sunshine, Modoc and Alturas vein systems. The 2009 program
was successful in confirming the grade, and increasing the extent
of, the mineralization. Multiple >1 oz (>34.28 g/t)
intercepts were obtained in this drilling, including 5 ft @ 2.92
oz/t gold (1.5 m at 100 g/t) from 52.5 to 57.5 ft and 30 ft
averaging 0.73 oz/t gold (9.2 m averaging 25 g/t) from 120 to 150
ft in hole GPGR-29. Wolfpack plans to follow-up with
definition drilling on the Alturas
and Moonlight veins, as well as the first drill tests of the
Consolidated vein system.
Angel's Camp Project - Lake County, Oregon
The Angel's Camp Project consists of 158
unpatented lode mining claims covering 3,264 acres (1,321 ha),
located in Lake County, Oregon
about 30 miles (48.3 km) west-northwest of the town of Lakeview on Oregon State Highway 140. The Angel's Camp
project is adjacent to and a former part of the Quartz Mountain
Project. Golden Predator and Seabridge each hold a 50%
interest in the Angel's Camp Project. Quartz Mountain
Resources retains a 1% NSR and Sheriff retains a 0.5% NSR on
Angel's Camp.
Angel's Camp mineralization is part of a large,
district scale epithermal mineralizing system associated with
Tertiary volcanism. The bonanza veins system is hosted within late
Miocene, rhyolite porphyry domes and adjacent basaltic flows, tuffs
and volcaniclastic country rocks.
From 1982 to 1996, comprehensive exploration
programs were carried out by several operators either within or on
adjacent property to the Angel's Camp Project. These
programs, which consisted of geological mapping, soil and rock
geochemistry, geophysical surveys and extensive reverse circulation
(RC) and diamond drilling, resulted in several historic resource
estimates on the Quartz Butte and Crone Hill deposits located on
the adjacent Quartz Mountain property. In 2004, Quincy Gold Corp. encountered bonanza gold
grades in drilling at Angel's Camp, a prospect located
approximately 2.5 miles (4 km) to the east of the Quartz Butte and
Crone Hill resource areas. Eight of Quincy's nine holes
intersected epithermal veins and vein breccias and five holes
returned assays of greater than 0.1 oz/t (3.42 g/t) gold. Multiple,
moderate to high-grade gold zones associated with banded epithermal
vein and vein breccias were encountered within broad intercepts of
lower, but bulk mineable grades within surrounding volcanic and
volcaniclastic rocks.
Golden Predator completed a computer modeled
evaluation of all available previous drill data for Angel's Camp
which revealed a NNW trending, nearly vertical zone of high-grade
gold intercepts, approximately 200 ft (61 m) in length, 35 to 50 ft
(10.7 to 15.2 m) in width, plunging steeply to the north and at
least 400 ft (122 m) in vertical dimension. This NNW plunging zone
is at the intersection of several structural elements including the
Angel's Camp vein and AC fault along with a newly defined second
vein. Golden Predator has applied for exploration permits for
a drilling program to test the extensions of the mineralization
defined by the previous drilling and to evaluate additional targets
on the claims, and Wolfpack intends to carry forward this
program.
Mineral Hill Project - Crook County, Wyoming
The Mineral Hill Project is located in
Crook County, Wyoming,
approximately 14 miles (23 km) east of Sundance. The Project
consists of 190 unpatented lode mining claims and 20 patented
claims covering 4,339 acres (1,755 ha). Golden Predator owns
113 claims and has leased 77 unpatented and 20 patented, contiguous
claims. The leased claims are subject to advanced minimum
royalty payments, stock payments, a work commitment and a sliding
scale NSR that ranges from 2.5% to 6%. Wolfpack will be
assuming these obligations.
The Mineral Hill mining district is one of the
few known alkaline gold systems in Wyoming where gold mineralization is
associated with the rare class of alkaline igneous rocks.
Similar systems in Wyoming include
Rattlesnake Hills (Evolving Gold Corp.) and the nearby Sundance Property (Rare Element Resources
Ltd.). Just 15 km east of Mineral Hill in South Dakota, Goldcorp Inc. is currently
producing gold associated with alkaline rocks from the Wharf
Mine.
The Mineral Hill mining district is ringed by
drainages that contain alluvial gold, and placer mining has taken
place in the district since the 1870's. Lode mines were
subsequently developed on high-grade epithermal style gold veins,
and milling operations were active in the district in the 1890's
through the 1930's. Even with the history of placer and lode
production, only limited drilling and exploration has taken place
in the district, and little is known about the subsurface
environment. Since most of the district is covered by vegetation
and thick soils, much of the district has yet to be explored.
The Mineral Hill mining district consists of a
ring-shaped, multi-phase alkaline intrusive complex with a central
diatreme complex. Gold and copper mineralization appears to
be best developed in zones adjacent to the diatreme pipe.
High-grade epithermal style gold veins that were the targets of
historic mining activity are hosted in breccias along the western
margin of the pipe, but newly recognized zones of copper and gold
mineralization are located in monzonitic intrusive rocks along the
north side of the diatreme. The alkaline rocks at Mineral
Hill include mafic rock types, which distinguishes the complex from
others in the area, and may explain its apparent endowment in
copper, a characteristic shared with other mafic alkaline complexes
in the world.
While historic mining activities in the Mineral
Hill district have focused on high-grade epithermal style gold
veins and alluvial gold deposits, drilling by Bronco Creek in 2007
and Golden Predator in 2010 demonstrated the presence of
porphyry-style copper-gold mineralization in the district.
Wolfpack is planning 6,000 ft (1,829 m) of reverse circulation
drilling to further test this model later this year.
Golden Arrow South Project - Nye County, Nevada
Golden Arrow is a
historical mining district that produced gold from low-sulfidation
veins in the early part of the 20th century. This
area is 25 miles (40 km) east-southeast of Tonopah, Nevada and contains 230 lode claims
covering 4,600 acres (1,862 ha) owned 90% by Seabridge and 10% by
Sheriff. A target identified on the property was drill tested
in 2007 with 10 holes totaling 4,865 ft (1,483 m).
These drill holes intercepted several silica vein intervals and
silica stockwork vein zones consistent with a low-sulfidation
epithermal mineral system. In addition, a silica-alunite
breccia was encountered. Only low concentrations of gold were
discovered in this drilling campaign, but additional work was
recommended to follow-up the extensive hydrothermal alteration and
quartz veins.
Escrow
Some or all of the Wolfpack Shares issued
pursuant to the proposed transactions or otherwise acquired by the
parties to the Letter of Intent may be subject to the escrow
requirements of National Policy 46-201 - Escrow for Initial
Public Offerings, the Toronto Stock Exchange and/or other
applicable securities legislation. The Wolfpack Shares
deposited in escrow will be released over a period of up to
eighteen months from the date of closing.
Property Maintenance Costs
All costs with respect to the maintenance of the
Properties, shall, from May 1, 2011
until the termination of the Letter of Intent, be the
responsibility of Wolfpack.
Terms of the Transaction
The Letter of Intent contemplates that the
closing is subject to the satisfaction of certain conditions
precedent, including the following:
- the concurrent completion of an initial public offering of
10,000,000 units of Wolfpack (the "Units") by way of
prospectus for gross proceeds to Wolfpack of not less than
$8,000,000. Each Unit will
consist of one Common Share, and, if required, one-half of one
transferable, non-trading Common Share purchase warrant (the
"Warrant"). Each full Warrant will entitle the holder
thereof to purchase an additional Common Share at a price of not
less than 150% of the issue price per Unit (the "Financing
Price"); and
- the listing of the Wolfpack Shares on the Toronto Stock
Exchange.
The maximum number of Wolfpack Shares issuable
pursuant to the options described above assumes that Financing
Price is $0.80.
The transactions will be subject to numerous
conditions precedent, including the negotiation and execution of
definitive agreements, satisfactory due diligence reviews and the
receipt of all required regulatory approvals, including the
approval of the Toronto Stock Exchange with respect to the
application for listing of the Wolfpack Shares on the Toronto Stock
Exchange, subject only to the filing of usual documents.
Board of Directors
Rudi Fronk,
MSc: Mr. Fronk is the Director, President and CEO of Seabridge
and has over 30 years experience in the gold business, primarily as
a senior officer and director of publicly traded companies.
Since 1999, Mr. Fronk has served as President and CEO of Seabridge.
Prior to Seabridge, Mr. Fronk held senior management positions with
Greenstone Resources, Columbia
Resources, Behre Dolbear &
Company, Riverside Associates, Phibro-Salomon, Amax, and DRX.
Mr. Fronk is a graduate of Columbia
University from which he holds a Bachelor of Science in
Mining Engineering and a Master of Science in Mineral
Economics.
William E.
Threlkeld, MSc: For the past 11 years, Mr. Threlkeld has
served as Senior Vice President of Seabridge where he has designed
and executed exploration and resource delineation programs which
have defined more than 45 million ounces of measured and indicated
gold resources. His successes include the discovery and
definition of the Mitchell and Iron Cap
deposits which have made the KSM project in British Columbia the largest gold reserve in
Canada. Mr. Threlkeld has 31 years' experience in the
industry and obtained a BSc from Colorado
State University and an MSc in Economic Geology from the
University of Western Ontario.
William M.
Sheriff, MSc: An entrepreneur and visionary with over 30
years mineral exploration experience, Mr. Sheriff was a pioneer in
the uranium renaissance and as Chairman of Energy Metals Corp., was
responsible for compiling the largest domestic uranium resource
base in US history. Mr. Sheriff is Chairman of the Predator Group
and its member companies and is also a Director of Western Lithium
Corporation. Mr. Sheriff owns one of the largest privately held
mining databases in the world. Mr. Sheriff holds a BSc degree
(Geology) from Fort Lewis College,
Colorado and a MSc from the
University of Texas-El Paso in Mining
Geology and Mineral Economics.
John W. Legg,
BA. LLB: Mr. Legg is the President and a director of Golden
Predator, as well as President and Managing Director of the
Predator Group of Companies. Mr. Legg has a proven track record in
the mining industry, with over 15 years' experience with public
resource companies: from 1994 through 2006 Mr. Legg was a
securities lawyer in private practice, advising companies in
natural resources, securities and corporate finance law, and from
2007 to 2009 Mr. Legg was Executive Vice-President of a private
mining company operating in Mexico. Mr. Legg holds a BA from the
University of British Columbia and an
LLB from Dalhousie Law School.
David Schmidt,
BASc: Mr. Schmidt completed his bachelor of applied science
(mining) at the University of British
Columbia in May, 2000, and since then has been working as a
self-employed consultant to mineral exploration companies. He
assists with financings, corporate and financial disclosure and
corporate development. Mr. Schmidt is also currently a director and
the president of Ryangold Corp. and Newmac Resources Inc., a
director and chief executive officer of GFE Capital Corp. and
Oceanside Capital Corp., and a director of Waymar Resources
Ltd.
The technical content of this news release has
been reviewed and approved by Mark J.
Abrams, MSc, PG, RG, the Company's Vice-President of
Exploration and a Qualified Person as defined by National
Instrument 43-101.
About Wolfpack
Wolfpack's corporate mandate is to explore and
develop commercially viable gold resources in the leading gold
district of Nevada, USA.
Wolfpack will focus on both high grade
underground and bulk tonnage open pit opportunities. Proven
management plus access to unparalleled geological talent and
extensive experience in Nevada
provide the ability to maximize shareholder value from Wolfpack's
quality asset base.
No stock exchange, securities commission or
other regulatory authority has approved or disapproved the
information contained herein. This press release contains
projections and forward-looking information that involve various
risks and uncertainties regarding future events. Such
forward-looking information can include without limitation
statements based on current expectations involving a number of
risks and uncertainties and are not guarantees of future
performance. There are numerous risks and uncertainties that could
cause actual results to differ materially from those expressed in
the forward-looking information. These and all subsequent written
and oral forward-looking information are based on estimates and
opinions on the dates they are made and are expressly qualified in
their entirety by this notice. Except as required by law, the
companies assume no obligation to update forward-looking
information should circumstances or management's estimates or
opinions change. Completion of the transactions described herein
will be subject to numerous conditions, including the negotiation
and execution of definitive agreements. There can be no assurance
that the transactions will be completed as proposed or at all.
____________________________
1 Castle-Black Rock Project - Castle Zone Resource
Evaluation, Bikerman Engineering & Technology Associates, Inc.,
July 31, 2009.
2 Resource Estimation of the Castle - Black Rock
Project, Bikerman Engineering & Technology Associates, Inc.,
October 5, 2000.
SOURCE Seabridge Gold Inc.