Almaden Enters Agreement to Sell Its Elk Gold Deposit, BC
02/16/2011 12:00 PM ET
VANCOUVER, BRITISH COLUMBIA, Feb 16, 2011 (MARKETWIRE via COMTEX News Network) -- Almaden Minerals Ltd. ("Almaden" or "the Company") (TSX: AMM)(NYSE
Amex: AAU) announces today it has entered into an Asset Sale
Agreement under which Beanstalk Capital Inc. ("Beanstalk")(TSX
VENTURE: BEG.P) will acquire 100% of the Elk gold deposit, British
Columbia. Almaden will retain a 2% NSR in the Elk project.
Under the terms of the Agreement, Almaden will receive 37 million
common shares of Beanstalk. Upon closing, Almaden will be the largest
Beanstalk shareholder at approximately 58%. Closing of the
transaction is expected in the first quarter 2011 and remains subject
to applicable regulatory approvals, including approval of the TSX. As
part of the Transaction, Beanstalk will complete a private placement
to close concurrently with the Transaction of up to 10,000,000 units
(each a "Unit") at a purchase price of
.50 per Unit (each Unit
consisting of one common share and one whole warrant ("Warrant")
exercisable at
.75 for three years from the Closing) and up to
3,850,000 common shares in the capital of Beanstalk issued on a
flow-through basis (each a "Flow-Through Share") pursuant to the
Income Tax Act (Canada) at a purchase price of
.65 per Flow-Through
Share for aggregate gross proceeds of up to $7,502,500, or in such
other amounts and on such other terms as may be determined by
Beanstalk.
This transaction is consistent with Almaden's goal of creating value
through prospect generation and early stage exploration and
development. The sale also allows management to focus time and
resources on advancing the company's recent Ixtaca gold-silver
discovery on its wholly owned Tuligtic project, Mexico.
"This transaction crystallizes significant value for Almaden's Elk
deposit," says Morgan Poliquin, President and CEO of Almaden.
"Beanstalk is uniquely positioned to develop the Elk deposit by
virtue of an experienced Board of Directors and management team,
which has brought a number of mines into production in British
Columbia, has strong financing abilities and a track record of social
and environmental stewardship in communities in which they have
operated. With the Elk deposit as its principal asset, we believe
Beanstalk will have an excellent foundation to build a gold
production growth profile. This transaction gives Almaden the option
of maintaining exposure to the potential growth of Elk and future
production through a meaningful shareholding in a high-quality,
diversified production management team. Ultimately, this capital will
be deployed to build Almaden, leaving our company in an exceptionally
strong strategic and financial position."
It is anticipated that upon completion of the Transaction, Marc
Blythe (VP Mining of Almaden) will be the President of Beanstalk and
Beanstalk's Board of Directors will consist of Duane Poliquin
(Chairman and Director of Almaden) Morgan Poliquin (CEO and director
of Almaden), James O'Rourke, and Rodney Shier.
Mr. Blythe has a MBA from La Trobe University in Melbourne and a
Bachelor of Mining Engineering degree from the Western Australian
School of Mines. He was Corporate Senior Mining Engineer for Placer
Dome Inc from 2004 until 2006. Since 2007 Mr. Blythe has been
President and CEO of Tarsis Resources Ltd. (TSX VENTURE: TCC). Mr.
Blythe holds a Western Australian First Class Mine Manager's
Certificate of Competency and has managed mines for both Placer Dome
and WMC Resources (formerly Western Mining Corporation). James (Jim)
O'Rourke graduated in 1964 with a B.A. Sc. degree in Mining
Engineering from the University of British Columbia. Mr. O'Rourke is
the President and CEO of Copper Mountain Mining Corporation (TSX:
CUM) ("Copper Mountain"). Mr. O'Rourke was President of Huckleberry
Mines Ltd., a private open pit copper mining company, from December
2003 to April 2006 and continues as Executive Advisor and director.
Mr. O'Rourke was also President & CEO of Compliance Energy
Corporation (TSX VENTURE: CEC) ("Compliance Energy"), a mining
company, from July 2000 to November 2005 and has continued as
Chairman and director to present. Mr. O'Rourke was President of
Princeton Mining Corporation (TSX: PMC) from 1987 to 1997 and
continued as Chairman from February 1997 to January 1998. Rodney
Shier graduated in 1986 with a Bachelor of Commerce degree from the
University of British Columbia and earned his Chartered Accountant
designation in 1990 while articling at the international accounting
firm of PricewaterhouseCoopers. Mr. Shier has over fifteen years'
experience as a corporate officer and director to a number of
publicly-traded mining companies. Mr. Shier is CFO of Copper
Mountain, and Mr. Shier has also been a director of Compliance Energy
since July 2000 and was the CFO of Compliance Energy from June 2003
to March 2010.
About Almaden
Almaden is a well-financed mineral exploration company working in
North America. The company has assembled mineral exploration
projects, including the Ixtaca Zone, through its grass roots
exploration efforts. While the properties are largely at early stages
of development they represent exciting opportunities for the
discovery of significant gold and copper deposits as evidenced at
Ixtaca. Currently six projects (Caldera, Caballo Blanco, Tropico,
Nicoamen River, Matehuapil and Merit), are optioned to separate third
parties who each have the right to acquire an interest in the
respective project from Almaden through making certain payments and
exploration expenditures. Four further projects are held in joint
ventures. Almaden also holds a 2% NSR interest in 11 projects.
Almaden's business model is to find and acquire mineral properties
and develop them by seeking option agreements with others who can
acquire an interest in a project by making payments and exploration
expenditures. Through this means the company has been able to expose
its shareholders to discovery and capital gain without the capital
that would be required if the company were to have developed these
projects without a partner. The company intends to expand this
business model, described by some as prospect generation, by more
aggressively exploring several of its projects including the Ixtaca
Zone.
Morgan Poliquin, Ph.D., P.Eng., a Qualified Person as defined by
National Instrument 43-101, and the President and CEO of Almaden, has
reviewed the technical information contained in this release.
On Behalf of the Board of Directors
Morgan J. Poliquin, Ph.D., P.Eng., President, CEO and Director
Almaden Minerals Ltd.
Statements contained in this news release that are not historical
facts are forward looking statements as that term is defined in the
private securities litigation reform act of 1995. Such forward
looking statements are subject to risks and uncertainties which could
cause actual results to differ materially from estimated results.
Such risks and uncertainties are detailed in the Company's filing
with the Securities and Exchange Commission. Except for the
statements of historical fact contained herein, certain information
presented constitutes "forward-looking statements" within the meaning
of the United States Private Securities Litigation Reform Act of 1995
and Canadian securities laws. Such forward-looking statements,
including but not limited to, those with respect to potential
expansion of mineralization, potential size of mineralized zone, and
size and timing of exploration and development programs, estimated
project capital and other project costs and the timing of submission
and receipt and availability of regulatory approvals involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievement of Almaden to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, risks related to international
operations and joint ventures, the actual results of current
exploration activities, conclusions of economic evaluations,
uncertainty in the estimation of mineral resources, changes in
project parameters as plans continue to be refined, environmental
risks and hazards, increased infrastructure and/or operating costs,
labour and employment matters, and government regulation and
permitting requirements as well as those factors discussed in the
section entitled "Risk Factors" in Almaden's Annual Information form
and Almaden's latest Form 20-F on file with the United States
Securities and Exchange Commission in Washington, D.C. Although
Almaden has attempted to identify important factors that could cause
actual results to differ materially, there may be other factors that
cause results not to be as anticipated, estimated or intended. There
can be no assurance that such statements will prove to be accurate as
actual results and future events could differ materially from those
anticipated in such statements. Almaden disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
other than as required pursuant to applicable securities laws.
Accordingly, readers should not place undue reliance on
forward-looking statements.
Neither the Toronto Stock Exchange (TSX) nor the NYSE AMEX have
reviewed or accepted responsibility for the adequacy or accuracy of
the contents of this news release which has been prepared by
management.
Contacts:Almaden Minerals Ltd.Morgan J. Poliquin, Ph.D., P.Eng.President, CEO and Director604-689-7644608-689-7645 (FAX)www.almadenminerals.com
SOURCE: Almaden Minerals Ltd.
https://www.almadenminerals.com
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