VANCOUVER, May 10, 2017 /CNW/ - GoldMining Inc.
("GoldMining" or the "Company") (TSX-V: GOLD; OTCQX: GLDLF) is
pleased to announce that it has entered into an agreement (the
"Agreement") to acquire 100% of the Yellowknife Gold Project ("YGP"
or the "Project") and nearby Big Sky Property ("Big Sky"), both
located in the Northwest Territories,
Canada and indirectly owned by Tyhee N.W.T. Corp. ("Tyhee"),
a subsidiary of Tyhee Gold Corp.
GoldMining entered into the Agreement with a receiver appointed
in respect of the assets and undertaking of Tyhee under the
Bankruptcy and Insolvency Act. RMB Australia Holdings Limited
("RMB"), Tyhee's largest secured creditor, initiated the
receivership and has committed to the transaction. Completion of
the transaction is subject to, among other things, customary
conditions, including receipt of requisite court and TSX Venture
Exchange approvals.
The YGP has been the subject of substantial drilling,
underground development and historic gold production. Big Sky
represents an earlier stage exploration property package located
south of the YGP and only 17 km north of the city of Yellowknife.
The Agreement
Pursuant to the Agreement, GoldMining will acquire the YGP, Big
Sky and certain related assets, including an exploration camp and
equipment. Total consideration payable by GoldMining under the
transaction consists of 4,000,000 common shares of GoldMining (the
"Shares"), which will be subject to customary escrow provisions and
released as follows:
- 1,574,000 Shares on the four-month anniversary of closing;
- 1,180,000 Shares on the six-month anniversary of closing;
and
- the balance on the eight-month anniversary of closing.
A break fee is payable by RMB to GoldMining in the event that
the transaction does not complete under certain circumstances.
The Yellowknife Gold Project
The YGP is comprised of five deposits — Nicholas, Ormsby, Bruce,
Goodwin and Clan Lake — located 50 to 90 km north of the city of
Yellowknife in the Northwest Territories. The Project includes a
50-person winterized camp and fuel storage and is accessible by
winter road from Yellowknife or by
air to a 1,000 m long gravel airstrip located on site.
The Project is comprised of 17 mining leases and 8 mineral
claims with an aggregate area of 8,935 ha. The YGP is subject to a
2.25% net smelter return royalty, including a $20,000 per year annual advance royalty, on the
Ormsby-Nicholas Lake property and a 2% net smelter returns royalty
on the Goodwin Lake property.
Diamond drilling completed to date includes 141 holes (27,590 m)
drilled at the Nicholas Lake deposit, 707 holes (157,570 m) drilled
at the Ormsby and Bruce deposits, 28 holes (5,934 m) drilled at the
Goodwin Lake deposit, and 185 holes (40,515 m) drilled at the Clan
Lake deposit.
Upon closing, GoldMining plans to commission an independent
resource estimate for the Project and complete a technical report
documenting the results of this estimate.
Advisors
Haywood Securities Inc. is advising GoldMining in connection
with the transaction and Sangra Moller LLP is acting as legal
counsel to GoldMining. Stikeman Elliott LLP acted as counsel to
RMB.
Qualified Person
Paulo Pereira, President of
GoldMining has reviewed and approved the technical information
contained in this news release. Mr. Pereira holds a Bachelors
degree in Geology from Universidade do Amazonas in Brazil, is a Qualified Person as defined in
National Instrument 43-101 and is a member of the Association of
Professional Geoscientists of Ontario.
About GoldMining Inc.
GoldMining is a public mineral exploration company focused on
the acquisition and development of gold projects in Colombia and other regions of the Americas.
GoldMining is advancing its Titiribi Gold-Copper Project
located in the Department of Antioquia, Colombia, its Cachoeira and São Jorge Gold
Projects located in the State of Pará, northeastern Brazil, its Whistler Gold-Copper Project
located in the State of Alaska,
United States of America, and its
Rea Uranium Project in the western Athabasca Basin in northeast Alberta, Canada.
Forward-looking Statements
This document contains certain forward-looking statements
that reflect the current views and/or expectations of GoldMining
with respect to its business and future events, including
expectations respecting the Project and Big Sky, the closing of the
transaction and any future exploration programs and other work on
the Project and Big Sky. Forward-looking statements are based on
the then-current expectations, beliefs, assumptions, estimates and
forecasts about the business and the markets in which GoldMining
operates, including that the parties will satisfy or waive all
conditions required to complete the transactions under the
Agreement, including receipt of all required regulatory and court
approvals, that GoldMining will confirm historical exploration
results. Investors are cautioned that all forward-looking
statements involve risks and uncertainties, including: the inherent
risks involved in the exploration and development of mineral
properties, the uncertainties involved in interpreting drill
results and other exploration data, the potential for delays in
exploration or development activities, the geology, grade and
continuity of mineral deposits, the possibility that future
exploration, development or mining results will not be consistent
with GoldMiningꞌs expectations, accidents, equipment breakdowns,
title and permitting matters, labour disputes or other
unanticipated difficulties with or interruptions in operations,
fluctuating metal prices, unanticipated costs and expenses,
uncertainties relating to the availability and costs of financing
needed in the future, including to fund any exploration programs on
the Project and Big Sky, that the parties may not receive all
required approvals or satisfy all conditions required under the
Agreement and that GoldMining may not be able to confirm historical
exploration results or complete a current resource estimate for the
Project. These risks, as well as others, including those set forth
in GoldMiningꞌs filings with Canadian securities regulators, could
cause actual results and events to vary significantly. Accordingly,
readers should not place undue reliance on forward-looking
statements and information. There can be no assurance that
forward-looking information, or the material factors or assumptions
used to develop such forward-looking information, will prove to be
accurate. GoldMining does not undertake any obligations to release
publicly any revisions for updating any voluntary forward-looking
statements, except as required by applicable securities
law.
Neither the TSX Venture Exchange, the Toronto Stock Exchange
nor their Regulation Services Providers (as that term is defined in
the policies of the TSX Venture Exchange and the Toronto Stock
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
SOURCE GoldMining Inc.