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Tad Capital Signs Property Purchase Agreement

Tad Capital Corp. has signed a property purchase agreement dated March 16, 2009, with Golden Sabre Resources Ltd., a private Canadian corporation, further to its news release in Stockwatch of Feb. 20, 2009. Under the terms of the agreement, Tad has agreed to purchase, subject to a 1.5-per-cent net smelter return, 94 per cent of all right, title and interest in the 28 mineral claims lying within the Omineca mining district as described below and all assets related to the claims from Golden Sabre in consideration for Tad issuing 5,202,000 common shares to Golden Sabre. The transaction is intended to represent Tad’s qualifying transaction that is to be conducted in accordance with TSX Venture Exchange Policy 2.4 concerning capital pool companies. The acquisition has been negotiated and carried out by the parties dealing at arm’s length to one another and therefore is not a non-arm’s-length qualifying transaction, as such term is defined under the rules and policies of the TSX Venture Exchange. As a result, the acquisition will not require shareholder approval from the shareholders of Tad. Immediately following the closing of the acquisition, Golden Sabre intends to wind up its corporate existence and distribute all of the Tad shares to its shareholders on a pro-rata basis. The shares issuable to Golden Sabre on closing will be subject to a hold period as required by applicable securities laws.

Conditions of closing

The parties have agreed to close the transaction on or before April 15, 2009, or such other date as the parties may agree to in writing. Completion of the proposed acquisition will be subject to certain conditions including:

 

  • (a) Completion of Tad’s satisfactory due diligence review with respect to the assets;
  • (b) Golden Sabre providing financial information from which to prepare financial statements as required by applicable securities laws and a technical report on the claims in accordance with National Instrument 43-101;
  • (c) The TSX Venture Exchange waiving the requirement to appoint a sponsor;
  • (d) Approval of the transaction by the shareholders of Golden Sabre;
  • (e) The appointment of a qualified person, as that term is defined in National Instrument 43-101, to the board of directors of Tad on the closing of the transaction;
  • (f) Golden Sabre providing a title opinion on the claims;
  • (g) Tad having cash and cash equivalents of $200,000 prior to closing and completion of a private placement as described below;
  • (h) Receipt of conditional approval from the TSX Venture Exchange of the proposed transaction.

 

Financing

The closing of the transaction is conditional upon Tad completing a non-brokered unit financing of at least $300,000 at five cents per unit, each unit consisting of one common share and one share purchase warrant. Of the six million common shares issued in the unit financing, TAD anticipates that 5,000,000 common shares will be issued on a flow-through basis and one million common shares will be issued on a non-flow-through basis, although the ratio of flow-through to non-flow-through will be determined in the sole discretion of Tad at the time of the offering. Each warrant will allow the holder to purchase an additional common share at the exercise price of 10 cents for a period of five years from the closing date. Tad intends to use the proceeds from the private placement and cash on hand to carry out the phase two recommended work program on Golden Sabre’s American Boy claims.

Loan

Pursuant to the terms of the letter agreement, Tad has loaned Golden Sabre $15,000 on the condition that Golden Sabre use the proceeds solely to renew certain claims. Additionally, Golden Sabre has agreed that the loan will be repaid in full in the event the transaction does not close for any reason. Upon the closing of the transaction, and pursuant to the terms of the loan, Tad will credit Golden Sabre with the costs related to renewing the claims against the outstanding amount of the loan on a per diem basis.

Sponsorship

TAD will be seeking an exemption from the sponsorship requirements in accordance with TSX Venture Exchange Policy 2.2.

Golden Sabre’s mineral claims

Golden Sabre is a private Canadian company, established in 2006. Its controlling shareholders consist of three individuals, each resident of British Columbia. The claims comprise 28 mineral claims covering an area of approximately 8,792 hectares, lying within the Omineca mining district of British Columbia. The claims are located immediately northeast of Hazelton, B.C., at the southern extent of the Skeena Mountains, lying to the east of the Skeena River. Golden Sabre owns a 94-per-cent interest in the claims, with Cadre Capital Inc. of Vancouver, B.C., owning the remaining 6-per-cent interest and a 1.5-per-cent net smelter return. The claims consist of three main claim blocks, known as:

 

  • (i) The American Boy/Mohawk claims;
  • (ii) The Sunrise/Silver Cup claims;
  • (iii) The Sidina claims.

 

The American Boy/Mohawk claim block is contiguous to the Sunrise/Silver Cup claim group. The Sidina claims are located approximately five kilometres north of the Sunrise/Silver Cup claims. A technical report has been prepared on the American Boy, Sunrise-Silver Cup, Sidina-Silverton and Mohawk claim groups in accordance with National Instrument 43-101. Upon the closing of the qualifying transaction, Tad intends to use the proceeds from the financing and cash on hand to carry out the phase two recommended work program on the American Boy claims.

Finders

Subject to TSX Venture Exchange approval, Tad intends to issue 500,000 common shares to two finders (250,000 common shares to each) upon the closing of the qualifying transaction in consideration for services provided by the finders with respect to the transaction. Each finder is not a non-arm’s-length party and such shares will be issued pursuant to an exemption under applicable securities laws.

Board of directors

Upon completion of the proposed acquisition, Tad anticipates that its current board of directors and management team will remain the same with the exception of the appointment of a qualified person under National Instrument 43-101 to its board of directors. The identity of the qualified person is not known as of the date of this release.

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Cascadero Options Toodoggone Property to Gold Fields

Cascadero Copper Corporation has signed an Option and Joint Venture Exploration Agreement with Gold Fields Toodoggone Exploration Corporation, a wholly owned subsidiary of Gold Fields Netherlands Services BV and a member of the Gold Fields Limited group of companies.

The Option Agreement grants Gold Fields an option to acquire a 51% interest in Cascadero’s Toodoggone property to be satisfied by incurring expenditures of at least C$5 million over a three year period. If Gold Fields acquires the 51% interest, it has the option to acquire an additional 24% interest in the property which is to be satisfied by spending an additional $15 million or funding the completion of a feasibility study. Once Gold Fields has ceased its sole funding, Cascadero and Gold Fields will form a joint venture for the continued exploration and possible development of the property.

The Option Agreement also provides that Gold Fields, or one of its affiliates, will subscribe for 500,000 units of Cascadero at a price of $0.10 per unit, with each unit consisting of one share and one share purchase warrant. If Gold Fields continues with the Option Agreement it will invest a further $100,000 in Cascadero units on each of the first three anniversaries of the Option Agreement.

Cascadero will pay a finder’s fee of $7,500 to an arm’s length party. The Option Agreement is subject to TSX Venture approval.

The Cascadero Copper property consists of 72 converted new tenures, which aggregate approximately 30,000 hectares in the Toodoggone River region of north central British Columbia. This large contiguous claim group is about 15 kilometres north of the Kemess copper gold deposit operated by Northgate Minerals. Geological field work conducted intermittently in the area since the 1970s has identified numerous copper-gold prospects, including the Pine porphyry copper-gold deposit. This large area remains highly prospective for large copper-gold mineralization and the Company believes that continued exploration will result in the discovery and development of an economic deposit.

Cascadero is a junior exploration company focused on assembling and developing mineral prospects with large-scale potential. In addition to the Companys’ Toodoggone land position, it owns a 50% interest in Salta Exploraciones SA, which company holds a 100% interest in 46 properties (approx. 102,000 hectares) in northwestern Argentina. The suite of mineralization identified to date includes IOCG, epithermal base metals, sediment hosted gold, high-sulphidation, silver, lithium and several properties with alkali metal potential, especially cesium.

Gold Fields limited is one of the world’s largest unhedged producers of gold with annual attributable production of approximately four million ounces of from nine operating mines in Peru, Ghana, Australia and South Africa. The company has attributable ore reserves of approximately 83 million ounces and mineral resources of approximately 251 million ounces. In addition the company has an extensive exploration portfolio with highly prospective projects in all of the major gold provinces of the world.

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Eastfield Acquires Gold Property in British Columbia

Eastfield Resources has recently staked a new property in British Columbia named Kilometre 26. The property is located 55 kilometres northwest of Fort St. James and is easily accessed by a major industrial road.

The property, which covers approximately 1,840 ha, is centred and extends 15 km along the regional Pinchi Fault Zone. The property was staked to cover the area where, in 1983, Cominco discovered a boulder which repeatedly returned assay grades ranging around 8.1 g/t gold. The style of mineralization and alteration encountered on the property with the boulder is similar to what has been called Mariposite Ore, in the historic Motherlode district of California.

The Pinchi Fault is a major structural feature that separates distinct geological terranes. It extends in a northwesterly orientation for more than 450 kilometres. Current hot spring activity on the Pinchi Fault at Tchentlo Lake, located 50 kilometres to the north of the Kilometre 26 property, confirms that this activity continues.

The Pinchi Fault with its terrane bounding character, ultramafic intrusive affinities, mercury mineralization and hot spring activity is analogous to the Melones Fault (Motherlode District) and the Stony Creek Fault (Mclaughlin Mine), both in California, and offers potential for hosting major gold deposits. Much of the area is overburden covered. Eastfield is inviting joint venture partners to fund exploration on Kilometre 26.

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Tad Capital Qualifying Transaction

Tad Capital Corp. has entered into a letter agreement dated Feb. 18, 2009, with Golden Sabre Resources Ltd., a private Canadian corporation. Under the terms of the letter agreement, Tad has agreed to purchase, subject to a 1.5-per-cent net smelter return, 94 per cent of all right, title and interest in the 28 mineral claims lying within the Omineca mining district as described below and all assets related to the claims from Golden Sabre in consideration for Tad issuing 5,202,000 common shares to Golden Sabre. The proposed transaction is intended to represent Tad’s qualifying transaction that is to be conducted in accordance with TSX Venture Exchange Policy 2.4 concerning capital pool companies.

The proposed acquisition will be negotiated and carried out by the parties dealing at arm’s length to one another and therefore will not be a non-arm’s-length qualifying transaction, as such term is defined under the rules and policies of the TSX Venture Exchange. As a result, the proposed acquisition will not require shareholder approval from the shareholders of Tad. The shares issuable to Golden Sabre on closing will be subject to escrow requirements of the TSX Venture Exchange and a hold period as required by applicable securities laws.

Conditions of closing

The parties have agreed to enter into a definitive agreement on or before March 15, 2009, and have agreed to close the proposed transaction on or before April 15, 2009, or such other date as the parties may agree to in writing. Completion of the proposed acquisition will be subject to certain conditions including: (a) completion of Tad’s satisfactory due diligence review with respect to the assets; (b) Golden Sabre providing financial information from which to prepare financial statements as required by applicable securities laws and a technical report on the claims in accordance with National Instrument 43-101; (c) the TSX Venture Exchange waiving the requirement to appoint a sponsor; (d) approval of the transaction by the shareholders of Golden Sabre; (e) the appointment of a qualified person, as that term is defined in National Instrument 43-101, to the board of directors of Tad on the closing of the transaction; (f) Golden Sabre providing a title opinion on the claims; (g) Tad having cash and cash equivalents of $200,000 prior to closing and completion of a private placement as described below; (h) receipt of conditional approval from the TSX Venture Exchange of the proposed transaction; and (i) the closing of the definitive agreement.

Financing

The closing of the transaction is conditional upon Tad completing a non-brokered unit financing of at least $300,000 at five cents per unit, with each unit consisting of one common share and one share purchase warrant. Of the six million common shares issued in the unit financing, Tad anticipates that five million common shares will be issued on a flow-through basis and one million common shares will be issued on a non-flow-through basis. Each warrant will allow the holder to purchase an additional common share at the exercise price of 10 cents for a period of five years from the closing date. Tad intends to use the proceeds from the private placement and cash on hand to carry out the phase two recommended work program on the American Boy claims.

Loan

Pursuant to the terms of the letter agreement, Tad has agreed to loan Golden Sabre $15,000 on condition that Golden Sabre applies the proceeds solely to renew the claims, many of which require renewal in March, 2009. Additionally, Golden Sabre has agreed that the loan will be repaid in full in the event the transaction does not close for any reason. Upon the closing of the transaction, and pursuant to the terms of the loan, Tad will credit Golden Sabre with the costs related to renewing the claims against the outstanding amount of the loan on a per diem basis.

Sponsorship

Tad will be seeking an exemption from the sponsorship requirements in accordance with TSX Venture Exchange Policy 2.2.

Claims of Golden Sabre

Golden Sabre is a private Canadian company, established in 2006. Its controlling shareholders consist of three individuals, each resident of British Columbia.

The claims comprise 28 mineral claims covering an area of approximately 8,792 hectares, lying within the Omineca mining district of British Columbia. The claims are located immediately northeast of Hazelton, B.C., at the southern extent of the Skeena Mountains, lying to the east of the Skeena River. Golden Sabre owns a 94-per-cent interest in the claims, with Cadre Capital Inc. of Vancouver, B.C., owning the remaining 6-per-cent interest and a 1.5-per-cent net smelter return. The claims consist of three main claim blocks, known as: (i) the American Boy/Mohawk claims; (ii) the Sunrise/Silver Cup claims; and (iii) the Sidina claims. The American Boy/Mohawk claim block is contiguous to the Sunrise/Silver Cup claim group. The Sidina claims are located approximately five kilometres north of the Sunrise/Silver Cup claims.

A technical report has been prepared on the American Boy, Sunrise/Silver Cup, Sidina/Silverton and Mohawk claim groups in accordance with National Instrument 43-101. Upon the closing of the qualifying transaction, Tad intends to use the proceeds from the financing and cash on hand to carry out the phase two recommended work program on the American Boy claims.

Finders

Subject to TSX Venture Exchange approval, Tad intends to issue 500,000 common shares to two finders (250,000 common shares to each) upon the closing of the qualifying transaction in consideration for services provided by the finders with respect to the transaction. Each finder is not a non-arm’s-length party and such shares will be issued pursuant to an exemption under applicable securities laws.

Board of directors

Upon completion of the proposed acquisition, Tad anticipates that its current board of directors and management team will remain the same with the exception of the appointment of a qualified person under National Instrument 43-101 to its board of directors. The identity of the qualified person is not known as of the date of this release.

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Skeena Acquires Gold Project in Toodoggone

Skeena Resources Ltd. has acquired a high-grade gold occurrence covered by the historic Mets mining lease in the Toodoggone precious metals district in north-central British Columbia. This area was one of the more actively explored in B.C. during the 1980s and 1990s, firstly for near-surface, epithermal-style, high-grade gold and silver, and later for porphyry-style copper-gold deposits.

The single-most significant development in the area is the 55,000-ton-per-day Kemess porphyry copper-gold mine, 40 miles to the south of Mets. Other past producers in the area include the Lawyers mine, located 10 miles to the south, which produced 174,000 ounces of gold and 3.6 million ounces of silver, and the Baker and Shasta mines, located 14 miles south, which also saw intermittent production between 1980 and 1996. At Baker (now owned and seasonally operated by Sable Resources), approximately 81,878 tonnes were mined at an average grade of 15.68 grams per tonne gold and 291 g/t silver, while at Shasta, 113,113 tonnes were mined at an average grade of 5.33 g/t Au and 292 g/t Ag.

At the Mets property, the main area of interest consists of a tabular core of silicified rock and quartz-barite veining in three separate but genetically related zones: the A zone (and its extension), the footwall zone and the 400 South zone. Exploratory work between the mid-1980s and 1992 consisted of various geological and geochemical surveys, excavator trenching, 8,784 metres of diamond drilling, and 350 metres of underground development on one level. On this basis, two previous operators calculated a gold resource. These historic tonnages are quoted here for context only, as the calculations are not compliant with current Canadian Securities 43-101 reporting guidelines and will require both verification and updating. The A zone has a strike length of 140 metres, a true thickness of six to 10 metres and vertical extent of up to 75 metres. Measured geological resource for the A zone is 143,321 tonnes grading 11.31 grams per tonne gold (assessment report 16692, source B.C. Minfile). Inferred resource for the less tested combined footwall and N75 zones are 317,485 tonnes grading 11.31 g/t Au (source B.C. Minfile, property file — MEG Talk, Nov. 18, 1987).

In 1992, Cheni Gold Mines Inc. optioned the Mets property, completed an in-house feasibility study, permitted the project and undertook a brief underground program. Its last recalculation of the A zone resource was a “diluted mine reserve” of 53,215 tonnes grading 11.6 grams per tonne gold. Development material from this deposit was to have been trucked over two field seasons to the nearby Lawyers mill. The program was abandoned when the French owners of Cheni prematurely shut down their Canadian gold operations. In 1993, the stockpiled development rock was placed back underground, the adit was sealed and the site reclaimed.

At least five other areas of alteration, quartz veining and mineralization occur elsewhere on the Mets property with previous trench results up to 12 g/t Au over two metres. None of these targets have yet been drill tested. The interpreted fault offset of the A zone presents another priority target where a single diamond drill hole yielded 22.834 g/t Au over a core length of 7.1 metres.

The property acquisition also includes the nearby Belle claims which host two significant, undrilled occurrences. Previous work at the Belle South prospect has identified an argillic alteration zone 200 metres long by two metres wide where grab samples yielded up to 107 grams per tonne gold and 30 to 103 g/t silver. The Belle North prospect consists of a poorly exposed quartz-barite vein structure with a surface trace of greater than 450 metres and a width of 0.75 to 1.8 m. Grab samples of float were reported to assay up to 1,960 parts per billion Au and 12,400 ppb Ag.

The purchase agreement, with two non-arm’s-length directors of the company, provides for Skeena to acquire a 100-per-cent interest in the two properties for one million shares and the reservation of a 2-per-cent net smelter return (NSR) royalty interest. The NSR interest is purchasable at any time for $500,000. The agreement, which is subject to regulatory approval, was reviewed by an independent committee of the company.

The company will undertake a program of environmental assessment and re-engineering this season in order to again permit the property under the small mine section of the British Columbia Mining Act (health, safety and reclamation code).

The qualified person responsible for review of the technical data in this news release is J.R. Allan, PGeol, the company’s president and chief executive officer.

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