EDMONTON, ALBERTA--(Marketwired - May 6, 2015) - TRIGOLD RESOURCES INC. (the "Company" and "Trigold") (TSX VENTURE:TGD) is pleased to announce signing of a Property Purchase Agreement for the acquisition of 100% interest in eight Prospecting Permits (the 'Property') totaling 1,150km2 located in Nunavut, Canada from private owners.
As consideration for the acquisition of 100% interest in the Permits at closing of the Transaction Trigold will issue to the Vendor 1,000,000 common shares in the capital of Trigold (the "Consideration Shares") and deliver to the Vendor cash payments in the aggregate amount of $75,000 (the "Cash Payments"). Based on a deemed price per common share of $0.10, the value of the total deemed consideration for the Transaction is $175,000. The Consideration Shares will be subject to a four month restricted period in accordance with the policies of the TSX Venture Exchange (the "TSXV") and applicable securities law requirements. On closing of the Transaction, Trigold will deliver a cash payment to the Vendor in the amount of $75,000, 500,000 common shares subject to a hold period and 500,000 common shares on or before May 15, 2016. The Purchaser further agrees to pay to the Vendor a 1% Royalty Interest, subject to the Purchaser's right to purchase the Vendor's Royalty Interest at any time, in consideration of the payment of Three Million Dollars ($3,000,000) to the Vendor.
Trigold has agreed to make the following additional performance payments to the Vendor, upon the completion of the following milestones:
- Annual payments of $50,000 on each Anniversary Date for the next four (4) years, payable by the Purchaser in either cash or common shares in the capital of Trigold ("Performance Shares"), or any combination thereof, in its sole discretion;
- Payment of $50,000 for each new discovery of a kimberlite pipe or dyke on the Property, payable by the Purchaser in either cash or Performance Shares, or any combination thereof, in its sole discretion;
- A further 500,000 Performance Shares on completion of an inferred mineral resource estimate by a qualified independent geologist or mining engineer of not less than 5,000,000 tonnes on each kimberlite pipe or dyke; and
- A final 500,000 Performance Shares upon completion of a Feasibility Study.
The Agreement is subject to acceptable financing and TSX Venture Exchange approval. Trigold plans to provide a technical report in respect of the Permits in support of the Transaction.
The Property(s) specific to diamonds are within the highly prospective northern portion of the Slave Structural Province of the Canadian Shield. Historical work over the Prospecting Permits contain:
- diamond bearing kimberlites and kimberlite dykes;
- unexplained kimberlite indicator mineral ("KIM") trains identified in glacial till;
- unsourced kimberlite float trains; and
- unexplained geophysical targets in the vicinity of the heads of known KIM trains.
The Properties contain the Rush, James River and Muskox diamond bearing kimberlites. Most noteworthy within the Property is the Muskox Kimberlite which was previously discovered by and worked on by Debeers Canada and Tahera Corp. The Muskox Kimberlite has two phases and is known to yield diamond grades in the magmatic phase of 0.53 carats per tonne and diamond grades in the pyroclastic phase of 0.35 carats per tonne from mini-bulk samples weighing 865 and 63 dry tonnes, respectively (2006). Little is publicly known about the chemistry of the Muskox kimberlite and the quality of diamonds obtained to date, other than it is reported to have a significant population of eclogitic diamonds.
A Definitive Agreement is subject to acceptable financing and TSX Venture Exchange approval.
About Trigold Resources Inc.
Trigold is a Canadian mineral exploration company headquartered in Edmonton, Canada. Common shares of Trigold are listed for trading on the TSX Venture Exchange under the trading symbol "TGD". Trigold is backed by proven and seasoned resource sector professionals who have a track record of advancing exploration projects from grassroots through to production scenarios. The technical content of this news release have been reviewed and approved by Dean Besserer, P.Geol. the Technical Advisor of the Company and a Qualified Person as defined by National Instrument 43-101.
ON BEHALF OF THE BOARD OF DIRECTORS
Jim Greig, President and Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT: No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release includes certain "forward-looking statements". Other than statements of historical fact, all statements included in this news release, including, without limitation, statements regarding future plans and objectives of Trigold and transactions described by this news release, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Except as required by law, Trigold assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change. There can be no assurance that the transactions described in this news release will be completed as proposed or at all. Important factors that could cause actual results to differ materially from Trigold's expectations are the risks detailed herein and from time to time in the filings made by Trigold with securities regulators. Those filings can be found on the Internet at http://www.sedar.com.