Vancouver, BC / ACCESSWIRE / June 12, 2014
/ Goldrush Resources Ltd. (TSX-V: GOD) ("Goldrush" or the
"Company") is pleased to announce that following
extensive discussions to enable the advancement of the development
of the Ronguen gold project (the "Ronguen Project"), it has entered
into a Share Purchase Agreement dated June 11, 2014 with Nord
Prognoz Ltd., a wholly owned subsidiary of Nord Gold N.V. (LSE:
NORD) ("Nordgold") to sell Nordgold all of the shares of Goldrush's
100% owned Burkina Faso subsidiary, Goldrush Burkina S.A.R.L.
("Goldrush Burkina"). Goldrush Burkina holds the Tikare and
Kongoussi 1 mineral permits that comprise the Ronguen Project,
which is located 10 kilometres northwest of Nordgold's Bissa gold
mine and 100 kilometres north of Ouagadougou, the capital city of
Burkina Faso.
Prior to the closing of the
Transaction (defined below), all assets and liabilities of Goldrush
Burkina, other than the Tikare and Kongoussi 1 permits (which host
the Ronguen Project and which will continue to be held by Goldrush
Burkina) will be transferred from Goldrush Burkina to Goldrush West
Africa S.A.R.L. ("Goldrush West Africa"), a new wholly-owned
subsidiary of the Company. Accordingly, on closing Goldrush,
through Goldrush West Africa, will indirectly hold six
mineral permits and one mineral permit application in Burkina
Faso.
The consideration (the
"Purchase Price") for the sale of Goldrush Burkina (the
"Transaction") is:
- US$4,250,000, of which
US$3,250,00 will be paid to Goldrush on Closing and the remainder
will be held in escrow, to be released in two tranches on July 15,
2015 and December 31, 2017, subject to deductions for any
liabilities of Goldrush Burkina that occurred prior to
Closing;
- a 1% Net Smelter Returns
Royalty on any production from the Ronguen Project at a gold price
over US$1,700 per ounce. The royalty may be repurchased at anytime
for a cash consideration of US$1,000,000; and
- an extinguishment of any
back-in rights held by Nordgold (or its predecessor, High River
Gold Mines Ltd.) on Goldrush's Salbo or Ouavousse
permits.
Goldrush currently intends to
use the proceeds from the sale of Goldrush Burkina to continue its
precious metals exploration by advancing its land position in West
Africa through the exploration of the mineral permits that it will
hold on closing of the Transaction, for the acquisition of
complimentary, geologically promising permits, and for corporate
and general working capital purposes.
The Transaction will
constitute the sale of substantially all of the assets of the
Company. The Transaction is subject to customary closing
conditions, including regulatory approval and approval by the
shareholders of the Company. The Goldrush Board of Directors has
approved the Transaction and unanimously recommended that Goldrush
shareholders vote in favour of the Transaction. The Transaction,
including the Purchase Price, was negotiated on an arm's length
basis. There is no Finder's Fee payable in relation to the
Transaction.
The Company intends to prepare
a management information circular (the "Circular") for an Annual
and Special meeting of Goldrush shareholders currently anticipated
to be held on August 6, 2014 (the "Meeting"), to approve the
Transaction. Closing of the Transaction is anticipated to occur
shortly after the Meeting.
The Company has retained Ross
Glanville & Associates Ltd. and Bruce McKnight Minerals Advisor
Services to provide an opinion as to the fairness from a financial
point of view of the consideration to be received pursuant to the
sale of Goldrush Burkina. A copy of the fairness opinion will be
attached to the Circular to be sent to shareholders of the
Company.
Commented Len Brownlie,
President and CEO of Goldrush: "After an exhaustive search that continued
over two years for either funding or a partner to assist in the
development of the Ronguen Project, we are pleased that we were
able to increase Goldrush's treasury without dilution to our
existing shareholders, while retaining some upside potential should
the Ronguen deposit be mined in the future. With the funds to be
received from the sale of the Ronguen deposit, we intend to
carefully consider all options to increase shareholder value while
maintaining a rigorous approach to cash management."
About Goldrush:
Goldrush
is a Canadian mineral exploration company, focused on gold
exploration in Burkina Faso, West Africa.
About Nordgold:
Nord Gold N.V. (LSE: NORD) is
an international pure-play emerging-markets gold producer
established in 2007 and publicly traded on the London Stock
Exchange. Nordgold has expanded rapidly through acquisitions and
organic investment, achieving a rate of growth unmatched in the
industry during that period. In 2013, Nordgold's gold production
increased to 924,000 ounces from 717,000 ounces in 2012.
Nordgold operates nine mines
in Russia, Kazakhstan, Burkina Faso and Guinea. Nordgold has two
development projects, four advanced exploration projects and a
diverse portfolio of early exploration projects and licenses in
CIS, West Africa and French Guiana. Nordgold currently employs over
10,000 workers.
For further information on
Goldrush Resources Ltd., shareholders and other interested parties
are invited to visit the Company's website at
www.goldrushresources.ca.
ON BEHALF OF THE BOARD OF
DIRECTORS,
GOLDRUSH RESOURCES LTD.
"Len Brownlie"
Len Brownlie - President and
Chief Executive Officer
Contact Information:
For Goldrush:
Len Brownlie, President and CEO:
info@goldrushresources.ca
1-604-602-9973
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
FORWARD-LOOKING STATEMENTS:
This news release contains certain "forward-looking statements"
within the meaning of Section 21E of the United States Securities
Exchange Act of 1934, as amended. Except for statements of
historical fact relating to the company, certain information
contained herein constitutes forward-looking statements.
Forward-looking statements are frequently characterized by words
such as "plan," "expect," "project," "intend," "believe,"
"anticipate", "estimate" and other similar words, or statements
that certain events or conditions "may" or "will" occur, and
include, without limitation, statements regarding the share
purchase agreement with Nordgold, how it intends to use the
proceeds from the sale of Goldrush Burkina, the Company's plans
with respect to future acquisitions, exploration and development,
future financings and the sale or joint venture of some of the
Company's exploration permits. Forward-looking statements in this
release including statements regarding the Transaction and the
share purchase agreement with Nordgold are based on the opinions
and estimates of management at the date the statements are made,
and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
These factors include uncertainties relating to risks that could
cause delay or termination of the Transaction, including lack of
shareholder or regulatory approval, the inherent risks involved in
the exploration and development of mineral properties, the
uncertainties involved in interpreting drilling results and other
geological data, fluctuating metal prices, the possibility of
project cost overruns or unanticipated costs and expenses,
uncertainties relating to the availability and costs of financing
needed in the future and other factors. The Company undertakes no
obligation to update forward-looking statements if circumstances or
management's estimates or opinions should change. The reader is
cautioned not to place undue reliance on forward-looking
statements.
SOURCE: Goldrush Resources Ltd.
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