RE: RE: RE: RE: clarification of loan All I can say is that FC makes it very clear.... One wonders if he's seen a hint of the assay results from the twinned holes...
As initial security for the due and punctual repayment of the Principal Sum and
any interest thereon from time to time in accordance with the terms of the Loan,
the Company shall provide the Lender, upon the effective date of the Loan, with
a duly executed debenture therein specifically mortgaging, charging, assigning
and transferring to the Lender, and granting to the Lender, a fixed charge over,
and a security interest in, all of the Company's right, title and interest in
and to all then presently owned or held and after acquired or held personal
property, assets and undertakings being solely comprised of all tangible and
intangible properties and assets and including, but not being limited to, the
Company's QR, Cow Mountain, Barkerville Mountain, Grouse Creek, Bonanza Ledge,
Cariboo Gold Quartz and Goldstream Mill properties (collectively, the "Mineral
Properties") located in British Columbia, Canada (collectively, the
Barkerville Gold Mines Ltd. ("Barkerville" or the "Company") (TSX
VENTURE:BGM)(FRANKFURT:IWUB) wishes to provide clarification on the terms of the
loan by Mr. Frank Callaghan (the "Lender") to the Company under the partial
revocation order (the "PRO") that was issued by the British Columbia Securities
Commission (the "BCSC") on November 13, 2012.
As previously disclosed in the Company's news release dated November 14, 2012,
in accordance with the terms of the contemplated loan by the Lender to the
Company, which is subject to TSX Venture Exchange approval, the Lender has
agreed to advance from time to time as it may determine by way of a loan or
loans (collectively, the "Loan") the aggregate principal sum of up to $2,441,820
(the "Principal Sum"), which shall bear interest commencing on the date of any
such Loan at the simple interest rate of 20% per annum with all such interest to
be payable in full to the Lender on repayment of the Principal Sum which shall
be at or before 5:00 p.m. (Vancouver time) on the date which is six months from
the date of any such Loan. The interest rate shall be reduced to 10% after one
year should any Loan remain outstanding for a period of one year from the date
of advancement. As security for the due and punctual repayment of the Principal
Sum and any interest thereon, the Company has agreed to provide the Lender with
a duly executed debenture, security agreement and such other security
documentation as may be required by the Lender and its counsel, acting
reasonably.
As initial security for the due and punctual repayment of the Principal Sum and
any interest thereon from time to time in accordance with the terms of the Loan,
the Company shall provide the Lender, upon the effective date of the Loan, with
a duly executed debenture therein specifically mortgaging, charging, assigning
and transferring to the Lender, and granting to the Lender, a fixed charge over,
and a security interest in, all of the Company's right, title and interest in
and to all then presently owned or held and after acquired or held personal
property, assets and undertakings being solely comprised of all tangible and
intangible properties and assets and including, but not being limited to, the
Company's QR, Cow Mountain, Barkerville Mountain, Grouse Creek, Bonanza Ledge,
Cariboo Gold Quartz and Goldstream Mill properties (collectively, the "Mineral
Properties") located in British Columbia, Canada (collectively, the
"Collateral"), and all proceeds thereof and therefrom, both present and future,
and including, without limiting the generality of the foregoing, all of the
Company's present and future rents, revenues, incomes, moneys, rights,
franchises, motor vehicles, inventories, machinery, equipment, materials,
supplies, book debts, accounts receivable, negotiable and non-negotiable
instruments, conditional sales contracts, judgments, securities, choses in
action and all other property and things of value of every kind and nature,
tangible and intangible, legal and equitable, and related to the Collateral over
which the Company may be possessed of or entitled to or which may hereafter be
acquired by the Company, including any greater right, title and interest therein
or any part thereof which the Company may acquire and hold in the Collateral
during the currency of the Loan after the effective date.
As additional security to the debenture and for the due and punctual repayment
of the Principal Sum and any interest thereon from time to time in accordance
with the terms of the Loan, the Company shall also provide the Lender, also upon
the effective date of the Loan, with a duly executed security agreement under
the provisions of the Personal Property Security Act of the Province of British
Columbia, charging the specific Collateral.
As further security to the debenture and the security agreement and for the due
an punctual repayment of the Principal Sum and any interest thereon from time to
time in accordance with the terms of the Loan, the Company shall also provide
the Lender, also upon the effective date of the Loan, with such other security
documentation (and including, without limitation, promissory notes, security
instruments and the granting of a mortgage, charge or lien on the Mineral
Properties by recording and registering the debenture and security agreement
under the Mineral Tenures Act (British Columbia) through British Columbia
Mineral Titles Online) as may be required by the Lender and its counsel, acting
reasonably, in order to evidence the Loan, together with and all other
supporting documents required under any such security documentation.
The proceeds from the Loan will be used to (i) satisfy minimum overhead expenses
to sustain operations, (ii) satisfy minimum wages, consulting fees and benefits,
(iii) satisfy costs related to completing the National Instrument 43-101
technical report (the "Report") required in accordance with the CTO, (iv) pay
trade accounts payable related to the Report, and (v) pay past due payroll
remittances.
Upon the Company receiving TSX Venture Exchange approval of the Loan, the
Company estimates that it will require one to two months to prepare and file the
Report and to deal with the technical disclosure issues to subsequently obtain a
full revocation of the CTO.
About Barkerville Gold Mines Ltd.
Since the mid-1990s the Company has focused on exploration and development of
gold projects in the Cariboo Mining District in central B.C. The Company's
mineral tenures now cover over 117,691.14 hectares, encompassing seven past
producing hard rock mines and three NI 43-101 gold deposits, including the QR
Mine & Mill. The QR Property was acquired in February 2010 and includes a 900
tonne/day gold milling facility and a permitted gold mine located approximately
110 kilometers by highway and all-weather road from the Barkerville Gold Camp.
Mining operations commenced at QR in the first quarter of fiscal 2011 and the
Company began pouring dore gold in September 2010 and continued until December
2011. In November 2010 the Company acquired a second permitted mill currently on
care and maintenance in Revelstoke, B.C. for relocation to the Barkerville Gold
Camp near Wells, B.C. and upgrade to a +3,000-tonne/day facility subject to all
necessary government approvals. In November 2010 the Company and the Lhtako Dene
First Nation also signed a Project Agreement in relation to its Bonanza Ledge
and Cariboo Gold Projects. The Company has completed significant drilling and
exploration programs and together with the historical data is compiling all
information to determine geologic models and updated technical reports to
continue with exploration and development of the Cariboo Gold projects. This
news release has been prepared on behalf of the Board of Directors which takes
full responsibility for its contents.
J. Frank Callaghan, President and CEO
Certain information in this news release is forward-looking within the meaning
of certain securities laws, and is subject to important risks, uncertainties and
assumptions. This forward-looking information includes, among other things,
information with respect to the Company's beliefs, plans, expectations,
anticipations, estimates and intentions, including the listing and trading of
the Company's common shares on the TSX Venture Exchange. The words "may",
"could", "should", "would", "suspect", "outlook", "believe", "anticipate",
"estimate", "expect", "intend", "plan", "target" and similar words and
expressions are used to identify forward-looking information. The
forward-looking information in this news release describes the Company's
expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking
information may differ materially from actual results or events. Material
factors which could cause actual results or events to differ materially from
such forward- looking information include, among others, the Company's ability
to engage and retain qualified key personnel, employees and affiliates, to
obtain capital and credit and to protect its property rights.
The Company cautions that the foregoing list of material factors is not
exhaustive. When relying on the Company's forward-looking information to make
decisions, investors and others should carefully consider the foregoing factors
and other uncertainties and potential events. The Company has assumed a certain
progression, which may not be realized. It has also assumed that the material
factors referred to in the previous paragraph will not cause such
forward-looking information to differ materially from actual results or events.
However, the list of these factors is not exhaustive and is subject to change
and there can be no assurance that such assumptions will reflect the actual
outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE
EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE
UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT
UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
FOR FURTHER INFORMATION PLEASE CONTACT:
Barkerville Gold Mines Ltd.
J. Frank Callaghan
President and CEO
604 669-6463 or Toll Free: 1-800 663-9688
604 669-3041 (FAX)
www.barkervillegold.com