TOM Amilot Capital Inc

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE
SERVICES


TOLIMA GOLD INC. ("Tolima") (TSX VENTURE:TOM) is pleased to announce today that
Wolverine Minerals Corp. ("Wolverine") (TSX VENTURE:WLV) has entered into a
share purchase agreement dated December 4, 2013 (the "Agreement") with Tolima's
subsidiaries, Remedios Gold Holdings S.A. ("Remedios Gold"), Tolima Gold
(Barbados) Corp. and Herbo Assets S.A. ("Herbo"), pursuant to which Wolverine
has agreed to acquire up to an 80% interest in Remedios Gold from Herbo (the
"Transaction"). Through its wholly owned subsidiary, Remedios Gold S.A.S.,
Remedios Gold holds six mining concessions (collectively, the "Remedios
Property"), covering a total area of 633 hectares, in the Remedios/Segovia
mining district in Antioquia, Colombia, on which are located two existing mines
and a processing plant with an installed capacity of 100 tons per day.


In connection with the execution of the Agreement, Wolverine paid Herbo $700,000
(the "Advance") as an initial deposit. Pursuant to the terms of the Agreement,
Wolverine will have up to 60 days to complete its due diligence with respect to
the Transaction. Within five business days of giving notice to Herbo that it
wishes to proceed with the Transaction (the "Due Diligence Satisfaction Date"),
it will pay to Herbo, in addition to the Advance: (i) $500,000 on the date that
is six months after the Due Diligence Satisfaction Date; and (ii) $500,000 on
the date that is twelve months after the Due Diligence Satisfaction Date
(collectively, the "Cash Consideration") for a total purchase price of
$1,700,000. Upon payment of the entire Cash Consideration, Wolverine will
acquire 30% of the issued and outstanding shares of Remedios Gold. Wolverine
will acquire an additional 50% interest in Remedios Holdings, for a total
interest of 80%, if it incurs no less than $2,500,000 in work costs on the
Remedios Property prior to the third anniversary of the Due Diligence
Satisfaction Date. As additional consideration, Herbo will be entitled to a 2.5%
net smelter return royalty on all production from the Remedios Property.
Wolverine will also be entitled to appoint directors to the board of Remedios
Gold and its subsidiary in proportion to its share position, as provided for in
the Agreement.


In the event that Wolverine is not satisfied with the results of its due
diligence, and determines not to proceed with the Transaction, the Advance will
be treated as a secured loan. The loan will mature on the date that is six
months following Wolverine's determination not to proceed with the Transaction
(subject to Wolverine's right, in its sole discretion, to extend such maturity
date by an additional six months), will bear interest at the rate of 10% per
annum, and will be secured by 51% of the outstanding shares of Remedios Gold,
which have been deposited into escrow with Wolverine's Colombian counsel
pursuant to the terms of a share pledge agreement among the parties for this
purpose, and general security over 51% of the assets of Remedios Gold and its
subsidiary.


Completion of the Transaction is subject to a number of conditions as provided
for in the Agreement, including the approval of the TSX Venture Exchange and the
completion of due diligence by Wolverine. A copy of the Agreement will be filed
on SEDAR under the respective profiles of Wolverine and Tolima.


Information Concerning Tolima

Tolima is a gold exploration and development company with contractual interests
in gold properties in Colombia. Tolima's mineral properties are the Remedios
Project, located in the Remedios/Segovia mining district, including the San
Pablo and Bartola mines, located in the Antioquia Department of Colombia; the
Ancal/Marmato Project, located in the Marmato/Caramanta district in the Caldas
and Antioquia Departments of Colombia; and the Nortol project, including the
newly acquired Papayo property, located in the Northern part of the Tolima
Department of Colombia. Tolima continues to explore opportunities for the
acquisition of additional mining interests in prospective mining districts in
Colombia. 


Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect
the expectations of management of Tolima regarding the Transaction.
Forward-looking statements consist of statements that are not purely historical,
including any statements regarding beliefs, plans, expectations or intentions
regarding the future, and include discussion of what the parties must do to
complete the Transaction. Such statements are subject to risks and uncertainties
that may cause actual results, performance or developments to differ materially
from those contained in the statements. No assurance can be given that any of
the events anticipated by the forward-looking statements will occur or, if they
do occur, what benefits Tolima will obtain from them. These forward-looking
statements reflect management's current views and are based on certain
expectations, estimates and assumptions which may prove to be incorrect. A
number of risks and uncertainties could cause actual results to differ
materially from those expressed or implied by the forward-looking statements,
including: (1) the occurrence of any events that prevent the parties from
performing the acts necessary to complete the Transaction, including Wolverine
being unsatisfied with the results of its due diligence investigation; (2)
failure to obtain the approval of the TSX Venture Exchange; (3) current economic
conditions and the state of mineral exploration and mineral prices in general;
and (4) other factors beyond the parties' control. These forward-looking
statements are made as of the date of this news release and Tolima assumes no
obligation to update these forward-looking statements, or to update the reasons
why actual results differed from those projected in the forward-looking
statements, except in accordance with applicable securities laws. Additional
information about Tolima and these and other assumptions, risks and
uncertainties, are available in its public filings with Canadian securities
regulators, available under its profile on SEDAR at www.sedar.com. 


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: 
Tolima Gold Inc.
Andrew DeFrancesco
(416) 362-4441


Tolima Gold Inc.
Lisa-Marie Iannitelli
(416) 362-4441

Amilot Capital (TSXV:TOM)
Historical Stock Chart
From Oct 2024 to Nov 2024

Amilot Capital (TSXV:TOM)
Historical Stock Chart
From Nov 2023 to Nov 2024