Cliffmont Signs LOI Agreement On Project In Colombia And Arranges Private Placement
30 Setembro 2011 - 10:18AM
PR Newswire (Canada)
VANCOUVER, Oct. 3, 2011 /CNW/ - Cliffmont Resources Ltd. announces
that a Letter of Intent has been signed with certain arm's length
parties whereby the company can acquire a 100-per-cent interest in
a gold property in Colombia. The terms of the acquisition
call for staged cash payments of CND$2,000,000, share issuance of
10,000,000 common shares as well as a staged schedule of work
commitments totalling CND$2,000,000. In addition, a contingent
share consideration is to be paid of one share for each ounce of
gold as reported in a NI 43-101 report. The contingent share
consideration is capped at the same amount as the initial
consideration. The transaction is subject to normal conditions
precedent including title opinions and satisfactory due diligence.
As the Company's due diligence is ongoing a comprehensive news
release will follow shortly. An initial payment of CND$100,000 has
been made to secure the transaction. In addition, the Company will
arrange a non-brokered private placement issuing up to 2.5 million
units at a price of $0.40 cents per unit, for proceeds of
$1,000,000. Each Unit consists of one common share of the Company
and one common share purchase warrant ("Warrant"). Each Warrant
entitles the holder to subscribe for one additional common share
for a period of 24 months from the closing of the Offering at an
exercise price of $0.60. No finder's fee will be payable in
connection with the non-brokered private placement. All securities
issued in connection with the private placement will be subject to
a four‐month hold period pursuant to applicable securities laws.
The proceeds of this part and parcel financing will be used for due
diligence and costs associated with the proposed transaction. ON
BEHALF OF THE BOARD "Jeff Tindale" Jeff Tindale, President and CEO
Forward Looking Statements. This Company news release contains
certain "forward-looking" statements and information relating to
the Company that are based on the beliefs of the Company's
management as well as assumptions made by and information currently
available to the Company's management. Such statements reflect the
current risks, uncertainties and assumptions related to certain
factors including, without limitations, competitive factors,
general economic conditions, customer relations, relationships with
vendors and strategic partners, the interest rate environment,
governmental regulation and supervision, seasonality, technological
change, changes in industry practices, and one-time events.
Should any one or more of these risks or uncertainties materialize,
or should any underlying assumptions prove incorrect, actual
results may vary materially from those described herein. Neither
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release. Cliffmont Resources Ltd. CONTACT: Telephone: (604)
568-6894Facsimile: (604) 568-6834Website:
www.cliffmontresources.comEmail: info@cliffmontresources.com
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