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Vangold Mining Corp (2)
Symbol VGLD
Shares Issued 78,493,284
Close 2020-08-20 C$ 0.165
Market Cap C$ 12,951,392
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Vangold to repurchase three El Pinguico royalties

2020-08-20 07:26 ET - News Release

Mr. James Anderson reports

VANGOLD OPTIONS BACK ROYALTIES TO STREAMLINE EL PINGUICO OWNERSHIP STRUCTURE

Vangold Mining Corp. has signed an option agreement to repurchase three underlying royalties on its El Pinguico silver and gold project located seven kilometres south of Guanajuato, Mexico.

Chief executive officer James Anderson stated: "We are thrilled to have reached this agreement with the Dorado family, the original vendors of the El Pinguico project. Upon closing, this agreement will eliminate the burden of a substantial portion of both near term and long-term royalty obligations for the company, and more closely align the interests of our Mexican partners with the interests of all Vangold shareholders."

In order to exercise the option, the company will pay $1.68-million cash ($5,000 paid) and issue 3.75 million units of Vangold (as described below) to Exploraciones Mineras Del Bajio SA de CV (EMBSA), the original vendor of the property in order to eliminate three underlying royalties from the El Pinguico concession. Vangold has until Dec. 31, 2020, to exercise the option.

Hernan Dorado, a director of Vangold and managing director of EMBSA, said: "We are very pleased with this agreement. All of us are working extremely hard toward the success of El Pinguico, and we view that success as just a first step in transforming Vangold into a significant player within the Mexican precious metals mining community."

Upon exercise of the option, Vangold's Mexican subsidiary, Obras Mineras El Pinguico SA de CV, will own its undivided 100-per-cent interest in the El Pinguico silver and gold project free from royalties, save for a 15-per-cent net profit royalty in favour of EMBSA solely on the existing above ground and underground stockpiles of mineralized material. There will be no other royalties, net smelter returns or otherwise, on the El Pinguico project including the existing stockpiled material.

Under the agreement, Vangold has the option to repurchase the following royalties from EMBSA:

  • A 4-per-cent net smelter royalty (NSR) on all broken material within both the aboveground and underground stockpiles;
  • A 3-per-cent net smelter royalty (NSR) on all newly established in situ material discovered on the El Pinguico property;
  • A 5-per-cent net profits interest (NPI) on all newly established in situ material discovered on the El Pinguico property.

In order to exercise the option and repurchase the above-noted royalties, Vangold has until Dec. 31, 2020, to pay an additional $1,675,000 cash and issue 3.75 million units of Vangold to EMBSA. An upfront option payment of $5,000 has been paid to EMBSA with the execution of the agreement. Each unit will comprise one common share and one non-transferable common share purchase warrant of Vangold. Each warrant will entitle EMBSA to purchase one additional common share of Vangold at a price of 17.5 cents within five years of closing.

Hernan Dorado Smith, a director of Vangold, is also the managing director and a principal shareholder of EMBSA, and as such the agreement constitutes a related party transaction for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Vangold intends to rely upon exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval for the agreement on the basis that the fair market value of Mr. Smith's interest in the option, if exercised, will be less than 25 per cent of Vangold's current market capitalization.

The agreement is subject to the acceptance of the TSX Venture Exchange.

The El Pinguico project

El Pinguico is a high-grade gold and silver deposit that was mined from the early 1890s until 1913. Toward the end of that period it was mined exclusively by the Pinguico Mines Company of New York, whose shares traded on the Boston and New York stock exchanges. The mining was done principally from the El Pinguico and El Carmen veins, which are thought to be splays off the Mother vein, or Veta Madre.

The Veta Madre is associated with a megafault that outcrops for 25 kilometres and is the most important source of precious metal mineralization in the region. The Veta Madre may cross Vangold's property at depth, underneath the high-grade El Pinguico and El Carmen veins. Very limited drilling has been done on the property and no drilling has attempted to encounter the Veta Madre at depth.

Hernan Dorado Smith, a director of Vangold and a qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects, has approved the scientific and technical information contained in this news release.

About Vangold Mining Corp.

Vangold Mining is an exploration and development company engaged in reactivating high-grade past-producing silver and gold mines near the city of Guanajuato, Mexico. The company's flagship El Pinguico project is a significant past producer of both silver and gold located just seven km south of the city. The company remains focused on the near-term potential for development and monetization of its surface and underground stockpiles of mineralized material at El Pinguico, and in delineating silver and gold resources through underground and surface drilling on projects located in this historic mining camp.

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