18:46:28 EST Tue 19 Jan 2021
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or Name

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Vangold Mining Corp (2)
Symbol VGLD
Shares Issued 104,587,351
Close 2020-11-13 C$ 0.28
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Vangold amends option deal for El Pinguico royalties

2020-11-13 07:46 ET - News Release

Mr. James Anderson reports


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

Vangold director Dan Oliver stated: "We are very pleased to have reached this new agreement with Hernan and Gerardo Dorado, the original venders of El Pinguico. The new terms allow Vangold to extend the cash payment portion of the agreement out until March, 2023, to allow Vangold to direct more of its resources to developing the El Pinguico project."

Under the original terms of the option, as reported in the company's Aug. 20, 2020, news release, the company had until Dec. 31, 2020, to pay $1.68-million cash and issue 3.75 million units of Vangold to the original vendor of the property, Exploraciones Mineras Del Bajio SA de CV (EMBSA), a company controlled by Hernan Dorado (a director of Vangold) and Gerado Dorado in order to eliminate three underlying royalties from the El Pinguico property. An upfront option payment of $5,000 has been paid to EMBSA at the time of the execution of the agreement, and $200,000 has been paid to fulfill the November, 2020, option requirement. Each unit paid to EMBSA 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.

Under the new terms, the option shall be exercisable by Vangold making cash and share option payments to EMBSA as follows:

  1. $200,000 cash and 3.75 million units on or before Nov. 20, 2020;
  2. $325,000 cash on or before Feb. 22, 2021;
  3. $525,000 cash on or before Feb. 22, 2022;
  4. $625,000 cash on or before Feb. 22, 2023.

Upon exercise of the option, Vangold's Mexican subsidiary, Obras Mineras El Pinguico SA de CV, will own an undivided 100-per-cent interest in the El Pinguico silver and gold project free and clear from the royalties purchased in this agreement. A 15-per-cent net profits interest royalty will remain, in favour of EMBSA, solely on the existing aboveground and underground stockpiles of mineralized material. Other than the remaining 15-per-cent NPI, 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 royalty (NPI) on all newly established in situ material discovered on the El Pinguico property.

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 kilometres 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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