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File: 2018.11.2 CAT Nov 2nd PR Enter ZIM Share Exchange.pdf
1015 789 W. Pender Street, Vancouver, BC V6C 1H2 CSE - CAT
CHIMATA GOLD CORP ENTERS INTO A SHARE EXCHANGE AGREEMENT WITH ZIMBABWE LITHIUM COMPANY
LIMITED WITH RESPECT TO DEVELOPMENT RIGHTS FOR THE KAMATIVI LITHIUM TAILINGS DEPOSIT IN
Vancouver, BC November 2, 2018 - Chimata Gold Corp. (CSE: CAT) ("Chimata" or the "Company") announces
that it has entered into a definitive share exchange agreement (the "Agreement") with Zimbabwe Lithium
Company (Mauritius) Limited ("Zimbabwe Lithium", or "ZIM"), a privately held company incorporated under
the laws of Mauritius, which indirectly owns, through a wholly owned subsidiary, a sixty percent interest in a
joint venture entity that was granted exclusive development rights for the Kamativi lithium tailings (the
"Kamativi Tailings") deposit at the Kamativi Tin mine, Matabeleland North Province, Zimbabwe.
As per the terms of the Agreement, Chimata shall, pursuant to the first phase of the contemplated transaction,
issue to ZIM shareholders an amount of 9,185,039 common shares from its share capital, representing an
aggregate of nineteen percent (19%) of the current issued and outstanding share capital of Chimata, and in
return, ZIM shall issue to Chimata 755 ZIM shares, representing an aggregate of nineteen percent (19%) of the
current issued and outstanding share capital of ZIM.
The second phase of the contemplated transaction has now been triggered with the production of the Resource
Estimate by ZIM in respect of the Kamativi Tailings (the "Resource Estimate") published on September 20th, 2018
shows-indicated-resource-26320000-tonnes-at-0-58-li2o/). The results of this Resource Estimate in combination
with the financing referenced below will determine the ultimate resulting shareholding of ZIM shareholders in
Chimata which will be between 70 and 80 %. Concurrently, the second phase of the transaction will result in ZIM
becoming a wholly owned subsidiary of Chimata and Chimata will then be entitled, through the joint venture
entity, to the exclusive development rights for the Kamativi Tailings. Final acceptance of the transaction is
subject to regulatory and Canadian Securities Exchange approval.
As part of the contemplated transaction, Chimata also undertakes to complete two separate financings
comprised of (i) a debenture financing consisting of up to $2,000,000 aggregate principal amount of 12%
convertible unsecured subordinated debentures due on the Maturity Date, being five (5) years from the date of
issuance (the "Debentures"), the principal amount of each Debenture, will be convertible, at the option of the
holder, into common shares of Chimata at a price of $0.10 per Common Share (the "Debenture Financing"); and
(ii) an equity financing for gross proceeds of up to $200,000 consisting of units of the Company (each a "Unit")
issued at a price of $0.10 per Unit, each Unit being comprised of one common share of the Company and one
(1) common share purchase warrant (a "Warrant"), each whole Warrant entitling its holder to purchase one
common share at a price of $0.20 for a period of 24 months from the Closing Date.
In commenting about the transaction, Mr. Groome, Chairman of Chimata, said, "We are encouraged and excited
by the recent changes in Zimbabwe. We believe these changes signal an important investment opportunity and
the beginning of a marked turnaround in the acceptance of Zimbabwe as a Nation the world wishes to transact
with. We look forward to working with the Zimbabwe Government, ZMDC and our operating partners at ZIM in
building a rapidly emerging capital efficient lithium supplier to the world".
Mr. John McTaggart, Managing Director of Zimbabwe Lithium, commented, "We are very pleased to have on
board a partner in Chimata. In particular, during this very important and dynamic transition period in Zimbabwe,
we would like to thank the Government of Zimbabwe, the Honourable Minister of Mines & Mining Development,
our partners at ZMDC and all stakeholders that have worked with us to bring this project to its current stage".
About the Kamativi Mining Assets
The Kamativi Tailings Lithium Project (the "Project") is located outside the village of Kamativi in Matabeleland
North Province, Zimbabwe. The Project, which is identified as a 26,320,000 tonne tailings deposit with an
indicated resource grade of 0.58% Li2O with the spodumene being the dominant mineralisation. The tailings
deposit is associated with the disused Kamativi tin mine and is located approximately 185 kilometres east-south-
east of Victoria Falls, approximately 84 km by tar road east of Hwange and approximately 310 km northwest of
Bulawayo. Further information on the maiden Mineral Resource Estimate and Mineralogy can be found from
the Company's Press Releases.
Further information on the Project are provided in previous press releases of the Company and available on
Alain Moreau, a "qualified person" as defined by NI 43-101 Standards of Disclosure for Mineral Projects has
approved the scientific and technical disclosure in this press release.
ON BEHALF OF THE BOARD
Chairman and Interim President and CEO
Further information regarding the Company can be found on SEDAR at www.SEDAR.com, or by contacting the
Company directly at (604) 674-3145.
This news release may contain forward looking statements. Forward-looking statements address future events
and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from
those currently anticipated in such statements. Particular risks applicable to this press release include risks
associated with planned production, including the ability of the company to achieve its targeted production
outline due to regulatory, technical or economic factors. In addition, there are risks associated with estimates of
resources, and there is no guarantee that a resource will have demonstrated economic viability as necessary to
be classified as a reserve. There is no guarantee that additional exploration work will result in significant
increases to resource estimates
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.
We seek safe harbour
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