Cliffmont Signs Purchase Agreement for the 100% Acquisition of the San Luis Gold Project, Colombia
04 Janeiro 2012 - 11:30AM
PR Newswire (Canada)
VANCOUVER, Jan. 4, 2012 /CNW/ - Cliffmont Resources Ltd.
("Cliffmont" or the "Company") announces an update to its news
release on October 3, 2011 regarding the acquisition of a 100%
interest in a property in Colombia. In October the Company
finalized a Letter of Intent (LOI) and has now entered
into a definitive Purchase Agreement for the acquisition of an 100%
interest in the San Luis Property ("the Project") consisting
of one granted mineral contract totalling 2,623 hectares, located
in the Department of Huila, Colombia. The Company will acquire all
the shares of Tarana Resources S.A. (Panama) ("Tarana") which
owns 100% of the shares of Sociedad Del Alto S.A.S. (Colombia)
("Del Alto"), a private Colombian company duly established and
registered at the Chamber of Commerce of Bogotá D.C., and which
holds the San Luis property. The San Luis Project encompasses
multiple epithermal gold and silver targets. Given the strong
potential at the San Luis Project, the Company plans to focus its
efforts on further defining the extents of known epithermal
structures as well as identifying and following up on other
mineralization recently discovered. Over the past few years,
approximately $1.5 million was spent on geochemical sampling,
mapping and geophysics focusing on the Project's epithermal
potential. "We are very pleased to have identified a project of
this significant potential in what we feel is one of the more
prolific, underdeveloped jurisdictions in Colombia," said Cliffmont
Resources President and CEO Jeff Tindale. "Cliffmont has been in
Colombia for over a year evaluating several projects and building a
strong social, environmental and technical team. We are now ready
to move the San Luis project aggressively forward." Summary of the
San Luis Project The San Luis Gold Project (2,623 Ha) is located in
the Department of Huila, Colombia, approximately 80 kilometres NW
of the capital city, Neiva. The approximate driving time between
Neiva and the Project is 2.5 hours. The San Luis Project has
established infrastructure, including road access, power and water
and is located on the Eastern flank of the Central Cordillera at a
relatively low altitude ranging from 1,400 metres to 2,100 metres.
San Luis has a rich history of mining in the area dating back to
the 19th century. There are over 31 historical mines at the
Project. The historical high grade gold and silver
mineralization in these mines is related to quartz veins within
andesite dykes in volcanic clastics and granodiorites host rocks.
Also, and importantly, the gold and silver vein structures occur
over a vertical zonation greater than 500 metres Project-wide
indicating potential favourable vertical continuity of
mineralization. Lastly, gold and silver mineralization has been
traced on surface for over 3 kilometres along various vein
structures at the Project area. History of the San Luis Project
From 1993 to 1997, TVX Minería Ltda. ("TVX") carried out
prospecting programs. The field programs were designed to evaluate
the economic potential of the gold within the historical mines of
the Project area. The work identified numerous vein structures
resulting in high gold grades with significant amounts of free gold
amenable to low-cost recovery using gravimetric methods. TVX
recognized that the strongest mineralization occurred between
1,400m and 2,100m above sea level, indicating that the depth of
continuity of mineralization for the many vein structures at the
Project may be substantial. In 1997 geophysical surveys were
carried out over these primary gold vein deposits at the Project
area. The work comprised Magnetometry, Radiometrics, and Induced
Polarization. The Company is evaluating the results of these
surveys and is planning a targeted follow-up program as part of its
2012 high priority target definition drill program. Between 2004
and 2009, a joint venture between Anglogold Ashanti ("AGA") -
B2Gold and the current Vendors carried out a field exploration
program. In July 2004, Kedahda S. A. ("Kedahda"), a subsidiary of
AGA, began exploration at the Project area. Results from this
program identified several new high priority target areas at the
Project where potential for near surface porphyry-style
mineralization exists. In October 2008, B2Gold followed up on AGA's
field exploration programs with detailed concentration in the high
priority areas that comprised well-defined mineralization. B2Gold
defined numerous veins of
quartz-pyrite-galena+/-chalcopyrite-calcite-iron oxide and
manganese oxide in addition to verifying the high grade gold and
silver epithermal style mineralization. Additionally, and important
to the Company, B2Gold identified a fine grained intrusive diorite
with biotitic-potassic alteration with disseminated and
veinlet-hosted pyrite at the Project. This target's signature is
considered significant as it indicates a potential porphyry
mineralized system that may exist at or near surface and remains
unexplored. This target coupled with the prolific epithermal
gold and silver mineralization explored and mined to date adds
substantially to the potential size and scope of the long-term
prospects for the Company. Cliffmont is planning an aggressive
exploration program of underground and surface sampling, geophysics
and drilling. The San Luis district indicates the potential to
localize other mineralization contained in stockwork, hydrothermal
breccias and gold and gold-copper porphyry systems. Terms of the
Purchase Agreement Under the terms of the purchase agreement,
Cliffmont will acquire all of the shares of Tarana (which
indirectly owns the San Luis Property) from the shareholders of
Tarana (the "Vendors"), for total consideration of: (a) The payment
of CAD$2,000,000 as follows: (i) $100,000 upon signing the Letter
of Intent, (Paid) (ii) $250,000 upon the execution of the Purchase
Agreement and favourable title opinion, (iii) $250,000 upon the TSX
Closing Date; (iv) $500,000 on the date that is 12 months after the
Closing Date; and (v) $900,000 on the date that is 24 months after
the Closing Date; (b) The issuance to the Vendors on the Closing
Date of an aggregate of 10,000,000 common shares. Upon completion
of the Acquisition, all common shares held by the Vendors will be
subject to escrow in accordance with the policies of the Exchange;
and (c) $2,000,000 in work expenditures on the San Luis Property as
follows: (i) $500,000 during the period commencing from the date of
the Letter of Intent to the date that is 12 months after the
Closing Date; and (ii) An additional $1,500,000 on or before the
date that is 24 months after the Closing Date. Issuance of
Additional Cliffmont Shares The Company has also agreed to issue
one additional Cliffmont common share for each one ounce of gold or
gold equivalent which is identified as proven or probable mineral
reserves (as such term is defined in National Instrument 43-101
("NI 43-101")) on the project in a NI 43-101 compliant technical
report, subject to the issuance of a maximum of 10,000,000
Cliffmont shares. A finder's fee of 500,000 common shares will be
payable upon closing to an arms-length party. Completion of this
transaction is subject to a number of conditions, including but not
limited to Exchange acceptance. The transaction cannot close until
the required Exchange approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
all. 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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