GZZ Golden Valley Mines and Royalties Ltd

Golden Valley Mines Ltd. ("Golden Valley" or the "Company") (TSX VENTURE:GZZ)
announces that its wholly-owned Canadian subsidiary, Calone Mining Ltd. ("Calone
Canada") has entered into a share purchase agreement (the "SPA") with K&K
Investment GMBH ("K&K"), an Austrian company, pursuant to which K&K shall
acquire, through a special purpose vehicle (the "SPV"), all of Calone Canada's
shares held in its Sierra Leonean subsidiary, Calone Mining Company (S.L.) Ltd.
("Calone SL"). 


As consideration for entering into the SPA, K&K shall ensure the funding and
completion of an airborne electromagnetic geophysical survey (the "Survey") on
the property located in the Republic of Sierra Leone over which Calone SL has
three reconnaissance licences over the Freetown Intrusion and Banana Islands
(the "Property"). The Survey shall be contracted at the latest by August 2nd
2012. K&K has also agreed, upon completion of the Survey, to comply with all
applicable regulatory requirements in order to obtain exploration and mining
licenses for the Property. As additional consideration for entering into the
SPA, K&K and Calone SL have agreed to pay to Calone Canada a royalty (the
"Royalty") equal to 5% of net returns from mineral products mined or removed
from the Property within 10 years of closing of the transactions contemplated by
the SPA (the "Closing"). K&K and Calone SL shall have the right to repurchase a
portion of the Royalty at their election as follows: (i) 1% for the price of
US$2M leaving Calone Canada with a 4% royalty; or (ii) 2% for the price of
US$4M, leaving Calone Canada with a 3% royalty, or (iii) 3% for the price of
US$6M, thereby leaving Calone Canada with a 2% royalty. 


It was further agreed to between the parties that: (i) any funds currently held
by Calone SL and any future funds to be received by Calone SL after the
execution of the SPA are not to be transferred to K&K and are to be remitted to
Calone Canada; and (ii) Calone Canada would ensure the completion of a school,
the construction of which was commenced as part of Calone SL's Corporate and
Social Responsibility activities in Sierra Leone, and which to date is nearly
complete. When finished, the school is to be donated to the Sierra Leonean
Government, Ministry of Education, local Chiefdom of Tonkolili and Village of
Masimburie. 


The Closing will take place on the date that is the earlier of 30 days after the
date that K&K advises Calone Canada in writing that the SPV has been validly
created and June 4, 2012. 


About Golden Valley Mines Ltd.: The Company typically tests initial grassroots
targets while owning a 100% interest therein and then seeks partners to continue
exploration funding. This allows the Company to carry on its generative programs
and systematic exploration efforts at other majority-owned grassroots projects.
The Company (together with its various subsidiaries) holds majority property
interests in projects in Canada (Saskatchewan, Ontario and Quebec) and (until
Closing) in the Republic of Sierra Leone. 


Forward-Looking Statement: This news release contains certain forward-looking
statements. These forward-looking statements are subject to a variety of risks
and uncertainties beyond the Company's ability to control or predict and are not
to be interpreted as guarantees for future performance. These forward-looking
statements could cause actual events or results to differ materially from those
anticipated in such forward-looking statements. All forward-looking statements
speak only as of the date of this news release and the Company does not
undertake any obligation to update or publicly release any revisions to such
forward-looking statements to reflect events, circumstances, or changes in
expectations after the date hereof, except as required by law. Accordingly,
readers should not place undue reliance on such forward-looking statements.

Golden Valley Mines and ... (TSXV:GZZ)
Historical Stock Chart
From Dec 2024 to Jan 2025

Golden Valley Mines and ... (TSXV:GZZ)
Historical Stock Chart
From Jan 2024 to Jan 2025