Emgold Reports AGM Results, Announces Partial Closing and Update on Equity Financing, and Provides Update on Property Acquisi...
December 31 2012 - 1:18PM
Marketwired Canada
THIS NEWS RELEASE IS INTENDED FOR DISISTRIBUTION IN CANADA ONLY AND IS NOT FOR
AUTHORIZED DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
Emgold Mining Corporation ("Emgold" or the "Company") (TSX
VENTURE:EMR)(OTCQB:EGMCF)(FRANKFURT:EML) is pleased to announce an update on
transactions involving its Buckskin Rawhide East Property in Nevada and an
associated private placement of equity securities (the "Private Placement"),
including the closing of the first tranche of the Private Placement for proceeds
of CDN$465,000. Emgold is also pleased to announce the results of its Annual
General Meeting, held on December 12, 2012, where shareholders of the Company
voted in favor of a potential change of control of the Company that may result
from the Private Placement.
Emgold also announces that US$400,000 of the proceeds from the first tranche of
the Private Placement have been utilized to acquire a 75% interest in the
Buckskin Rawhide East Property (the "Property"). As detailed below, a future
tranche of the financing will be utilized to complete the remaining 25%
acquisition of the Property, expected to be completed in the first quarter of
2013. Subsequently, the Property will be leased to Rawhide Mining LLC. Details
of the transaction involving the Buckskin Rawhide East Property and the Private
Placement have been previously disclosed by Emgold in November 14, 19, and 26,
2012 press releases and are further disclosed below.
Details of Emgold's AGM
At Emgold's AGM held on December 12, 2012, the number of Directors of the
Company was set at six with the following Directors being re-elected for the
ensuing year: Sargent Berner (Non-executive Chairman of the Board), David
Watkinson (President and CEO), Kenneth Yurichuk (former CFO), Stephen Wilkinson
(Independent Director), William Witte (Independent Director), and Andrew
MacRitchie (Independent Director). MNP LLP was appointed as Auditor for the year
2013. The Company's existing 10% Rolling Stock Option Plan was ratified and
approved for the year 2013. Shareholder approval was obtained for creation of a
potential new "Control Person" of the Company that may result from the Private
Placement.
Details of Buckskin Rawhide East Transactions
On November 14, 2012, Emgold announced that it had signed an Option Agreement
that will allow it to complete an early buyout (the "Option") of all underlying
property rights, including royalty rights, in the Property. The Option provides
that Emgold may pay two arm's-length parties an aggregate of US$510,000 to allow
Emgold to consolidate a 100% interest in the 52 unpatented mineral claims,
totaling 835 acres, that make up the Property. Emgold has now completed the
acquisition of 75% ownership in the Property, subject to registration of a deed
with Mineral County, Nevada. Emgold is continuing the process of acquisition of
the remaining 25% ownership in the Property, which is expected to be completed
in the first quarter of 2013.
As previously announced, in order to finance the exercise of the Option, Emgold
agreed to issue Rawhide Mining LLC ("RMC") common shares and warrants in an
amount of CDN$1.0 million.
Update on the Private Placement
Emgold has closed the first tranche of the Private Placement, pursuant to which
it has issued to RMC 6,642,857 Units at CDN$0.07 per Unit, for gross proceeds of
CDN$465,000. Each Unit consists of one common share of the Company and one half
of one non-transferable share purchase warrant. Each full warrant entitles the
holder to purchase, for a period of 24 months, one additional common share at a
price of CDN$0.12 per share. No finder's fees are payable in connection with
this part of the financing. The shares issued, as well as any shares that are
issued upon the exercise of warrants, will be subject to a four month and one
day hold period, expiring April 29, 2013.
The price of the Units remaining to be issued to RMC in the Private Placement,
initially fixed at CDN$0.07, has been amended. Following the clearance of
personal information forms filed by two insiders of RMC with the TSX Venture
Exchange (the "Exchange"), an additional CDN$285,000 private placement of Units
of the Private Placement will be completed at a price per Unit equal to the
higher of: (i) CDN$0.05; and (ii) the volume-weighted average price of Emgold's
common shares on the Exchange for the ten preceding trading days, subject to the
greatest allowable discount under the rules of the Exchange. RMC has undertaken
not to exercise any warrants until the two personal information forms are
cleared by the Exchange.
Following the title transfer of the remaining 25 percent interest in the
Property to Emgold from the underlying property owner, the final CDN$250,000 of
Units of the financing will be completed at a price per Unit equal to the higher
of: (i) CDN$0.05; and (ii) the volume-weighted average price of Emgold's common
shares on the Exchange for the ten trading days preceding satisfaction of such
condition, subject to the greatest allowable discount under the rules of the
Exchange.
The amended issue price is subject to the acceptance of the TSX Venture
Exchange. The proceeds of the financing will be used for acquisition of the
Property, fees associated with the transactions, exploration of Emgold's Nevada
and B.C. properties, and for general working capital.
Information on the Buckskin Rawhide Property and other Emgold properties can be
found at www.emgold.com.
On behalf of the Board of Directors
David G. Watkinson, P.Eng., President & CEO
This release was prepared by the Company's management.
For more information on the Company, investors should review the Company's
filings that are available at www.sedar.com or the Company's website at
www.emgold.com. This news release includes certain statements that are
"forward-looking statements" within the meaning of applicable securities laws
including statements regarding the various transactions proposed herein,
exploration potential, and other statements. Forward-looking statements are
based on certain assumptions that the counterparties to the proposed
transactions act in good faith, that financing is available on acceptable terms
and that Emgold receives TSX Venture Exchange acceptance for the transactions.
Although the Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results or developments may differ
materially from those in the forward-looking statements. Factors that could
cause actual results to differ materially from those in forward-looking
statements include the failure to obtain the required financing, failure of
counterparties to perform their obligations or commitments pursuant to
agreements with Emgold, failure to obtain the required permits, and failure to
achieve exploration success. Other risk factors include changes in metal prices,
the price of the Company's shares, the costs of labour, the cost of equipment,
the cost of supplies, approvals by federal, state, and local agencies,
permitting delays, legal challenges to permits, general economic, market or
business conditions, and other factors beyond the control of the Company. The
Company does not intend to update or revise any forward-looking information
whether as to a result of new information, future events or otherwise, except as
required by law.
U.S. 20-F Registration: 000-51411
FOR FURTHER INFORMATION PLEASE CONTACT:
Emgold Mining Corporation
(778) 375-3106
info@emgold.com
www.emgold.com
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