Everton to Acquire Option on Additional Dominican Properties, Arrange Financing and Complete a 5 for 1 Share Consolidation
October 25 2013 - 8:47AM
Marketwired Canada
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES.
Everton Resources Inc. ("Everton" or the "Company") (TSX
VENTURE:EVR)(FRANKFURT:ERV)(OTCQX:EVRRF) is pleased to announce that it has
entered into an agreement (the "Transaction") to acquire an Ontario-based
private company (the "Target") which holds an option on six mining applications
for concessions in the Dominican Republic (the "Option"). The Transaction, if
completed, would expand Everton's overall land position in the Dominican
Republic, complementing its already expansive property holdings in the country.
The Transaction has been negotiated at arm's length. Highlights of the
Transaction are as follows:
-- Transaction structured as an acquisition of shares of a private company
which holds an option on six mining applications for concessions in the
Dominican Republic
-- Everton will consolidate its common shares on a five for one basis
-- In connection with the Transaction, PowerOne Capital Markets Limited has
been engaged to complete a private placement of post-consolidated common
shares (the "Shares") at $0.25 per Share for minimum gross proceeds of
$1.5 million to fund Dominican Republic activities
In connection with the Transaction, the Board of Directors of Everton has
determined that it is in the best interest of the Company to complete a
consolidation of its outstanding common shares, warrants, options and other
securities on a five for one basis. Everton currently has 148,654,225 common
shares, 28,155,795 warrants and 6,737,000 options issued and outstanding. After
giving effect to the consolidation, Everton will have approximately 29,730,845
common shares, 5,631,159 warrants and 1,347,400 options issued and outstanding.
The proposed consolidation is subject to shareholder approval as well as that of
the TSX Venture Exchange.
Mr. Andre Audet, Chairman and CEO of Everton, stated, "We are excited about
completing this option agreement as it further strengthens our extensive land
holdings in the Dominican Republic. It will also consolidate our mineral rights
around two producing mines; The world class Pueblo Viejo Mine operated by
Barrick Gold Corporation and the Cerro de Maimon poly metallic mine operated by
Perilya Limited of Australia. We are also pleased that the closing of this
acquisition will allow Everton to resume drilling on our flagship Ampliacion
Pueblo Viejo property adjacent to the Pueblo Viejo mine. A 5,000 meter drilling
program is planned on newly developed gold targets for early 2014".
Everton has engaged PowerOne Capital Markets Limited as the agent for a private
placement of a minimum of 6,000,000 Units at a price of $0.25 per Unit for
minimum gross proceeds to Everton of $1.5 million. Each Unit will be composed
of one Share and one common share purchase warrant entitling the holder thereof
to acquire one additional Share at a price of $0.40 Share for a period of two
years following the closing of the private placement.
The proceeds of the private placement will be used to fund Everton's exploration
program on all of its properties in the Dominican Republic, including those
subject to the Option.
Description of the Dominican Republic mining applications
The six mining exploration concessions in this Transaction are all under
application. Five of the six concessions underlie a portion of the Cretaceous
age Maimon Formation, which hosts the Cerro de Maimon volcanogenic massive
sulphide ("VMS") polymetallic deposit. This block of concessions contains two
historical prospects: Loma La Mina and La Parcela (San Antonio). Extensive
exploration has been carried out at these areas including geochemistry, ground
geophysics and diamond core drilling. None of the prospects contain a calculated
National Instrument 43-101 compliant mineral resource estimate; however several
mineralized intervals have been intersected in drilling and trenching. The sixth
concession is located in the Los Ranchos Formation, which hosts the Pueblo Viejo
epithermal gold-silver deposit.
Loma La Mina
Loma La Mina is located 6 km northeast of the Cerro de Maimon mine. The
mineralization is hosted in chlorite and sericite schists which are part of the
Maimon formation. The surface expression of the mineralization occurs as oxide
(gossan) with anomalous gold and copper content. Visible copper oxide minerals
can be collected right at surface. This prospect was worked in the colonial days
and remnants of this operation such as tailings and slag are still evident.
La Parcela (San Antonio)
The prospect is located approximately 15 km southeast of the Cerro de Maimon
mine and occurs in a similar stratigraphic setting, between contrasting
lithologies of chlorite-epidote and quartz-sericite schists. The area has been
mapped in detail and covered with extensive soils geochemistry, trenching and
ground IP and magnetics geophysics. Several priority target areas have been
delineated including La Parcela, Copper Zone, the 3600 Zone and the 1100 Zone,
all over an extension of more than 4 km along strike. All these targets have
been tested with shallow core drilling with encouraging results. Other potential
targets as indicated by geochemistry and geophysics anomalies remain
drill-untested.
Details of the Transaction
The Transaction is currently being structured as an amalgamation whereby a newly
incorporated subsidiary of Everton will amalgamate with the Target and thereby
acquire all of the rights to the Option.
As consideration for the transaction, Everton will issue from treasury an
aggregate of 6,500,000 Shares, to be registered in the respective names of the
shareholders of the Target (the "Shareholders") and which Shares will be held in
trust and released to the Shareholders in three separate tranches as follows:
(i) 2,500,000 Shares on the closing date of the amalgamation transaction (the
"Closing Date"); (ii) 2,000,000 Shares on the date which is six months following
the Closing Date; and (iii) 2,000,000 Shares on the date which is twelve months
following the Closing Date. In addition, Everton shall reserve and allot a total
of 4,000,000 Shares (the "Supplemental Shares") 2,000,000 of which will be
issued to the Shareholders, on a pro rata basis, on each of the 18th and 24th
month anniversaries of the Closing Date or earlier if the concessions are
granted prior to these dates. The total number of Supplemental Shares to be
issued may be reduced should concession applications be denied.
Everton will also receive a right of first offer on 11 additional concessions
under application as controlled by the shareholders of the Target.
Everton has also agreed to provide a right of first refusal to Energold Drilling
Corp. in respect of drilling on all other properties held by Everton in the
Dominican Republic. Energold also has an exclusive right in respect of drilling
activities on the six mining applications for concessions held by the Target.
Closing of the Transaction will be subject to fulfillment of the conditions
which are customary for transactions of this nature, including receipt of all
requisite corporate, regulatory and third party approvals.
Assuming completion of the Transaction and the issuance of the maximum of
10,500,000 Shares, as well as the closing of the private placement, it is not
expected that any new insider will be created as a result of the foregoing
transactions.
Closing of the Transaction, including the proposed consolidation and private
placement is expected to occur before December 31, 2013.
Qualified Person
Hugo Dominguez, M.Sc., C.P.G, Everton's Qualified Person, has read and approved
the disclosure of the technical information in this news release
About Everton Resources Inc.
Everton is actively exploring in the Dominican Republic adjacent to the Pueblo
Viejo Mine, owned by the world's two largest gold mining companies, Barrick Gold
Company (60%) in partnership with Goldcorp Inc. (40%) ("Goldcorp"). Everton also
holds an interest in the Opinaca region of James Bay, Quebec where the Company
has partnered with Hecla Mining Company (formerly Aurizon Mines Ltd.) which is
advancing Everton's interest by funding 100% of all exploration work on one of
the largest land packages adjacent to Goldcorp's Eleonore gold deposit.
For further information on Everton Resources Inc. please visit
www.evertonresources.com.
This news release contains certain forward-looking statements that involve risks
and uncertainties, such as statements of Everton's plans, objectives,
strategies, expectations and intentions. The words "may", "would", "could",
"will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and
similar expressions, as they relate to Everton, or its management, are intended
to identify such forward-looking statements. Many factors could cause Everton's
actual results, performance or achievements to be materially different any
future results, performance or achievements that may be expressed or implied by
such forward-looking statements. The forward-looking statements included in this
press release represent Everton's views as of the date of the release. While
Everton anticipates that subsequent events and developments may cause its views
to change, it specifically disclaims any obligation to update these
forward-looking statements, except in accordance with applicable securities
laws. Accordingly, readers are advised not to place undue reliance on
forward-looking information. All subsequent written and oral forward-looking
statements attributable to Everton or persons acting on its behalf are expressly
qualified in their entirety by this notice.
Neither 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Everton Resources Inc.
Andre Audet
Chairman and CEO
613-241-2332
613-424-5682 (FAX)
andre@evertonresources.com
www.evertonresources.com
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