|By PR Newswire||
|December 13, 2012 02:52 PM EST||
VANCOUVER, Dec. 13, 2012 /PRNewswire/ - Guyana Frontier Mining Corp. ("Guyana Frontier", TSXV: GYG) wishes to update its shareholders on the status of the proposed transaction with Horizonte Minerals Plc. ("Horizonte", AIM and TSX: HZM) for the acquisition of the Falcao Gold Project ("Falcao"), and on the status of certain mineral exploration properties in Guyana, South America and Ontario, Canada. As previously announced in its news release of November 6, 2012, Guyana Frontier has signed a definitive share purchase agreement to acquire Falcao, located in northern Brazil, by purchasing all of the shares of a subsidiary company of Horizonte.
Status of the Falcao Acquisition Transaction
On December 11, 2012, Guyana Frontier submitted to the TSX Venture Exchange ("TSXV") a draft disclosure document that describes the proposed acquisition of Falcao, which contains detailed technical and financial information regarding Guyana Frontier, Falcao and the subsidiary of Horizonte being acquired by Guyana Frontier (the "Filing Statement"). Upon its review and acceptance by the TSXV, Guyana Frontier intends to file the Filing Statement on SEDAR (www.sedar.com), and subsequently seek written consent from a majority of its shareholders approving the acquisition of Falcao ("Shareholders' Written Consent"). Following the receipt and confirmation of such Shareholders' Written Consent, Guyana Frontier would complete the acquisition of Falcao in consideration for the issuance to Horizonte of 84,000,000 common shares of Guyana Frontier (the "Consideration Shares") at a deemed price of $0.05 per Consideration Share (the "Acquisition Transaction"). After the closing of the Acquisition Transaction, and including the 8,000,000 common shares purchased by Horizonte in the private placement announced on November 6, 2012, Horizonte will beneficially own approximately 47.1% of the issued and outstanding common shares of Guyana Frontier. Closing of the Acquisition Transaction is now anticipated to occur in January 2013.
The Acquisition Transaction is subject to the acceptance of the TSXV, and the Consideration Shares issued by Guyana Frontier to Horizonte will be subject to a four month trading restriction pursuant to applicable securities laws and the policies of the TSXV. The Consideration Shares will also be subject to escrow requirements pursuant to the policies of the TSXV.
Potaro-Maple Creek Property
In November 2012, Guyana Frontier terminated its lease agreements with the vendors of the Maple Creek, Pepper Creek, Little Uewang, Queen of Diamonds and Alphonso-Parks properties, collectively known as the Potaro-Maple Creek property ("Potaro"), due to the ongoing costs of maintaining Potaro. At the same time, Guyana Frontier completed purchase and sale agreements for its wholly-owned mining equipment located at Potaro property for gross proceeds to Guyana Frontier of GUY$24,000,000 (US$120,000), subject to a 12.5% commission payable to an agent of Guyana Frontier. As a result of the termination of all the property lease agreements and completion of the sale of its mining equipment at Potaro, Guyana Frontier holds no further interest in Potaro.
Guiana Shields Resources Properties
Guyana Frontier holds an option to acquire a 100% interest in the Guiana Shield Resources Inc. ("GSR") properties, pursuant to a property option agreement between Guyana Frontier and GSR dated August 15, 2009 (the "GSR Agreement"). Guyana Frontier can acquire a 100% interest in the GSR properties by issuing GSR an aggregate of 5,000,000 common shares and paying GSR an aggregate of US$700,000 (see Guyana Frontier news releases dated April 6, 2009, May 28, 2009 and January 5, 2010). In addition, Guyana Frontier will issue GSR 1,000,000 common shares on the issuance of a mining licence in any project area, and pay a supplemental amount of US$1.00 for each ounce of gold set out in the mineral resource estimate contained in the feasibility study submitted to the Guyana Geology and Mines Commission (the "GGMC") in respect of the application of such mining licence. GSR will also retain a 3% net smelter returns royalty in respect of the GSR properties, which Guyana Frontier may purchase back the first percentage point for US$1.0 million, US$2.0 million for the second percentage point, and US$3.0 million for the final percentage point. Guyana Frontier has made the required payments and share issuances necessary to effect the early exercise of the option granted pursuant to the GSR Agreement, and is currently awaiting formal acknowledgement from GSR regarding the early exercise of the option.
On August 1, 2010, Guyana Frontier entered into a separate property option agreement (the "Otomung Agreement") with GSR, where it can acquire a 100% interest in the Otomung property by issuing GSR an aggregate of 500,000 common shares and paying GSR an aggregate of US$125,000 (see Guyana Frontier news release dated November 29, 2010). Guyana Frontier has made the required payments and share issuances necessary to effect the early exercise of the option granted pursuant to the Otomung Agreement, and is currently awaiting formal acknowledgement from GSR regarding the early exercise of the option.
In April and August 2012, Mulgravian Ventures Corporation, Guyana Frontier's optionee for the GSR properties, surrendered back to Guyana Frontier 10 prospecting licences within the GSR property portfolio, namely the Aunama, Arawini, and Otomung properties, while retaining the Whana and Masawaki properties. In August 2012, at the time of their anniversary dates, Guyana Frontier submitted renewal applications for certain of the surrendered prospecting licences to the GGMC. Subsequent to the submission of the renewal applications, Guyana Frontier returned all 8 of the Aunama and Arawini licences back to GSR, due to the cost of maintaining and exploring those licences. Guyana Frontier intends to retain the two Otomung licences, and awaits notice from the GGMC on the status of their renewal.
Beginning in March 2011 and up to October 2012, Guyana Frontier surrendered all of its Canadian properties back to their respective vendors, with the exception of the Favourable Lake Silver-Gold Project ("Favourable Lake"), located in the Red Lake Mining Division approximately 200 kilometres north of Red Lake, Ontario. On April 20, 2009, Guyana Frontier and Gold Canyon Resources Inc. ("Gold Canyon") executed a joint venture agreement, where Guyana Frontier initially held a 60% interest, and Gold Canyon held a 40% interest in Favourable Lake. Under the terms of the joint venture agreement, Guyana Frontier acts as operator at Favourable Lake and solely funded exploration programs in 2010 and 2011. Because Gold Canyon did not contribute funding to these exploration programs, Gold Canyon's participating interest was diluted to 27.0%, while Guyana Frontier now holds a 73.0% interest in Favourable Lake.
Falcao consists of three exploration permits and one exploration permit application totalling approximately 32,460 hectares (80,209 acres) located in the Carajas Mineral Province of northern Brazil. The Project lies within the eastern extension of the Serra do Inaja greenstone belt discovered by Mineracao Colorado, (BHP Minerals) in the mid-1980s and covers a very large (more than 40 square kilometres) historical multi-point gold, silver and copper geochemical anomaly. In 2011, Horizonte as operator completed a 15-hole, 3,663 metre drilling program at Falcao (for drilling results, see Guyana Frontier News Release dated November 6, 2012).
Falcao is subject to an option agreement (the "AngloGold Option Agreement") with AngloGold Ashanti Limited ("AngloGold"), one of the world's largest gold producers, whereby AngloGold can earn an initial 51% interest in the Project by incurring US$4.5 million in exploration expenditures on the Project. AngloGold has completed expenditures of over US$3.8 million to September 30, 2012, and has a work commitment of approximately US$700,000 remaining.
Horizonte is an AIM and TSX-listed mineral exploration and development company focused on nickel and gold projects, principally in Brazil. Horizonte has two committed major mining partners: Teck Resources Limited, a major strategic shareholder in the company, and AngloGold, a joint venture partner on selected projects.
Horizonte's principal asset is its wholly-owned Araguaia nickel project located in Pará State in Brazil. In January 2012, Horizonte released an updated National Instrument 43-101 compliant nickel mineral resource, which included an Indicated Mineral Resource of 39.3 million tonnes grading 1.39% nickel together with an Inferred Mineral Resource of 60.9 million tonnes grading 1.22% nickel, both at a 0.95% nickel cut-off.
About Guyana Frontier
Guyana Frontier is a TSXV-listed public mineral exploration company focused on the exploration, discovery and development of precious metals deposits in Guyana and Brazil, South America. Guyana Frontier began acquiring interests in Guyanese exploration properties in 2007, and now holds rights to obtain working interests in approximately 209,824 acres (84,915 hectares) of prospective lands in Guyana.
Guyana Frontier's primary goal is to develop a significant gold resource at the Marudi Mountain Gold Project in located in southern Guyana, and to explore its other projects in Guyana and Brazil with joint venture partners.
Neither the 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.
Forward Looking Statements
This release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation, including predictions, projections and forecasts. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that Guyana Frontier expects or anticipates will or may occur in the future, including such things as the closing of the Acquisition Transaction, the acquisition by Guyana Frontier of an interest in the Falcao Project, Guyana Frontier's future exploration activities and the growth of Guyana Frontier's businesses and general operations and plans.
Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements are based on a number of material factors and assumptions, including the completion of various conditions precedent to the closing of the Acquisition Transaction, such as receipt of all regulatory approvals, including that of the TSX Venture Exchange, and receipt of the approval of Guyana Frontier's shareholders. Although Guyana Frontier has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Guyana Frontier does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.
SOURCE Guyana Frontier Mining Corp.
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