Mr. Jeff Tindale reports
CLIFFMONT SIGNS PURCHASE AGREEMENT FOR THE 100% ACQUISITION OF THE SAN LUIS GOLD PROJECT, COLOMBIA
Cliffmont Resources Ltd. is providing an update to its news release on Oct. 3, 2011, regarding the
acquisition of a 100-per-cent interest in a property in Colombia. In October,
the company finalized a letter of intent and has now entered
into a definitive purchase agreement for the acquisition of a 100-per-cent
interest in the San Luis property, consisting of one
granted mineral contract totalling 2,623 hectares, located in the
department of Huila, Colombia. The company will acquire all the shares
of Tarana Resources SA (Panama), which owns 100 per cent of the
shares of Sociedad Del Alto SAS (Colombia), a private
Colombian company duly established and registered at the chamber of
commerce of Bogota and which holds the San Luis property.
The San Luis project encompasses multiple epithermal gold and silver
targets. Given the strong potential at the San Luis project, the
company plans to focus its efforts on further defining the extents of
known epithermal structures as well as identifying and following up on
other mineralization recently discovered. Over the past few years,
approximately $1.5-million was spent on geochemical sampling, mapping
and geophysics focusing on the project's epithermal potential.
"We are very pleased to have identified a project of this significant
potential in what we feel is one of the more prolific, underdeveloped
jurisdictions in Colombia," said Cliffmont Resources president and chief executive officer
Jeff Tindale. "Cliffmont has been in Colombia for over a year
evaluating several projects and building a strong social, environmental
and technical team. We are now ready to move the San Luis project
aggressively forward."
Summary of the San Luis project
The San Luis gold project (2,623 hectares) is located in the department of
Huila, Colombia, approximately 80 kilometres northwest of the capital city,
Neiva. The approximate driving time between Neiva and the project is
2.5 hours. The San Luis project has established infrastructure,
including road access, power and water, and is located on the eastern
flank of the Central Cordillera at a relatively low altitude ranging
from 1,400 metres to 2,100 metres.
San Luis has a rich history of mining in the area dating back to the
19th century. There are over 31 historical mines at the project. The
historical high-grade gold and silver mineralization in these mines is
related to quartz veins within andesite dikes in volcanic clastics and
granodiorite host rocks. Also, and importantly, the gold and silver
vein structures occur over a vertical zonation greater than 500 metres
project wide, indicating potential favourable vertical continuity of
mineralization. Lastly, gold and silver mineralization has been traced
on surface for over three kilometres along various vein structures at the project area.
History of the San Luis project
From 1993 to 1997, TVX Minera Ltda. carried out prospecting
programs. The field programs were designed to evaluate the economic
potential of the gold within the historical mines of the project area.
The work identified numerous vein structures resulting in high gold
grades with significant amounts of free gold amenable to low-cost
recovery using gravimetric methods. TVX recognized that the strongest
mineralization occurred between 1,400 m and 2,100 m above sea level,
indicating that the depth of continuity of mineralization for the many
vein structures at the project may be substantial.
In 1997 geophysical surveys were carried out over these primary gold
vein deposits at the project area. The work comprised magnetometry,
radiometrics and induced polarization. The company is evaluating the
results of these surveys and is planning a targeted follow-up program
as part of its 2012 high-priority target definition drill program.
Between 2004 and 2009, a joint venture between Anglogold Ashanti-B2Gold and the current vendors carried out a field exploration
program. In July, 2004, Kedahda SA, a subsidiary of AGA,
began exploration at the project area. Results from this program
identified several new high-priority target areas at the project, where
potential for near-surface porphyry-style mineralization exists.
In October, 2008, B2Gold followed up on AGA's field exploration programs
with detailed concentration in the high-priority areas that comprised
well-defined mineralization. B2Gold defined numerous veins of
quartz-pyrite-galena-plus/minus-chalcopyrite-calcite-iron oxide and manganese
oxide in addition to verifying the high-grade gold and silver
epithermal-style mineralization.
Additionally, and important to the company, B2Gold identified a fine-grained intrusive diorite with biotitic-potassic alteration with
disseminated and veinlet-hosted pyrite at the project. This target's
signature is considered significant as it indicates a potential
porphyry mineralized system that may exist at or near surface and
remains unexplored. This target, coupled with the prolific epithermal
gold and silver mineralization explored and mined to date, adds
substantially to the potential size and scope of the long-term
prospects for the company.
Cliffmont is planning an aggressive exploration program of underground
and surface sampling, geophysics, and drilling. The San Luis district
indicates the potential to localize other mineralization contained in
stockwork, hydrothermal breccias and gold and gold-copper porphyry
systems.
Terms of the purchase agreement
Under the terms of the purchase agreement, Cliffmont will acquire all of
the shares of Tarana (which indirectly owns the San Luis property) from
the shareholders of Tarana for total consideration of:
- The payment of $2-million as follows:
- $100,000 upon signing the letter of intent (paid);
- $250,000 upon the execution of the purchase agreement and favourable title opinion;
- $250,000 upon the Toronto Stock Exchange closing date;
- $500,000 on the date that is 12 months after the closing date;
- $900,000 on the date that is 24 months after the closing date.
- The issuance to the vendors on the closing date of a total of 10 million common shares. Upon completion of the acquisition, all common shares held by the vendors will be subject to escrow in accordance with the policies of the exchange.
- $2-million in work expenditures on the San Luis property as follows:
- $500,000 during the period commencing from the date of the letter of intent to the date that is 12 months after the closing date;
- An additional $1.5-million on or before the date that is 24 months after the closing date.
Issuance of additional Cliffmont shares
The company has also agreed to issue one additional Cliffmont common
share for each one ounce of gold or gold equivalent which is identified
as proven or probable mineral reserves (as such term is defined in
National Instrument 43-101) on the project in an NI 43-101-compliant technical report, subject to the issuance of a maximum of
10 million Cliffmont shares.
A finder's fee of 500,000 common shares will be payable upon closing to
an arm's-length party.
Completion of this transaction is subject to a number of conditions,
including but not limited to exchange acceptance. The transaction
cannot close until the required exchange approval is obtained. There
can be no assurance that the transaction will be completed as proposed
or at all.
We seek Safe Harbor.
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