VANCOUVER, Dec. 23, 2015 /CNW/ - Goldgroup Mining Inc.
("Goldgroup" or the "Company") (TSX:GGA, OTC:GGAZF, BMV
SIX:GGAN.MX) announces it has entered into an agreement to amend
the terms of the outstanding loan facility (the "Facility") to
Credipresto SAPI de CV SOFOM ENR ("Credipresto"), subject to TSX
approval. Javier Reyes, a director
of Goldgroup, is a principal of Credipresto.
Facility amended terms
- The Facility previously was set to mature on September 18, 2017 and was repayable in the
amount of 25% of the outstanding amounts drawn (plus accrued
interest) every three months commencing December 18, 2016. The Company has extended the
repayment period by one year with the Facility now maturing on
September 18, 2018 and is repayable
in the amount of 25% of the outstanding amounts drawn (plus accrued
interest) every three months commencing December 18, 2017;
- the Facility is available for drawdown through December 18, 2017; and
- the remaining terms of the Facility are unchanged with
outstanding principal amount of the Facility accruing interest, in
arrears, at an annualized rate of 15% on the portion of the
Facility that is drawn down. The portion of the Facility which is
not drawn down accrues interest, in arrears, at an annualized rate
at 2% until December 18, 2017.
The total amount drawn down as at the date of this release is
approximately US$7,550,000
(approximately US$2,450,000 available
to be drawn), and the amount of outstanding principal is
approximately US$3,740,000.
As part of the terms of the amendment, Credipresto has also
agreed to forfeit 9,000,000 warrants to the Company for
cancellation. These warrants were originally issued as a condition
for entering into the Facility and are described as the "First
Warrants" and the "Third Warrants" in the Company's press release
announcing the Facility on September 22,
2014.
As consideration for the amendment, the Company has agreed
to:
- issue 8,642,080 common shares to Credipresto, subject to the
statutory hold period; and
- amend the terms of 3,000,000 other outstanding warrants held by
Credipresto (described as the "Second Warrants" in the Company's
press release announcing the Facility on September 22, 2014) by (a) decreasing the
exercise price from $0.19 to $0.10
and (b) delaying the expiration date by a year from March 18, 2018 to March
18, 2019. As discussed in the September 22, 2014 press release, these warrants
are no longer cancelable due to the Company having now drawn more
than US$7,500,000 on the
Facility,
The Company has determined that the issuance of shares to
Credipresto pursuant to the amendment is exempt from the formal
valuation and minority approval requirements under Multilateral
Instrument 61-101 because, in the good faith opinion of the
Company's board of directors, neither the fair market value of the
subject matter of the amendment nor the fair market value of the
consideration being delivered by the Company pursuant to the
amendment exceeds 25% of the Company's market capitalization.
About Goldgroup
Goldgroup is a Canadian-based gold production, development, and
exploration Company with a significant upside in a portfolio of
projects in Mexico, including a
50% interest in DynaResource de Mexico, S.A. de C.V., which owns 100% of the
high-grade gold exploration project, San José de Gracia located in the State of Sinaloa. The Company also operates
its 100%-owned Cerro Prieto
heap-leach gold mine, in the State of
Sonora.
Goldgroup is led by a team of highly successful and seasoned
individuals with extensive expertise in mine development, corporate
finance, and exploration in Mexico. Goldgroup's mission is to increase
gold production, mineral resources, profitability and cash flow,
with a view to building a leading gold producer in Mexico.
On behalf of the Board of Directors,
Mr. Keith
Piggott, Chairman and President
Tel:
1-520-247-5753
Investor Relations
Toll Free:
1-877-655-ozAu (6928)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION
Certain information contained in this news release, including
any information relating to future financial or operating
performance, may be considered "forward-looking information"
(within the meaning of applicable Canadian securities law) and
"forward-looking statements" (within the meaning of the United
States Private Securities Litigation Reform Act of 1995). These
statements relate to analyses and other information that are based
on forecasts of future results, estimates of amounts not yet
determinable and assumptions of management. Actual results could
differ materially from the conclusions, forecasts and projections
contained in such forward-looking information. These
forward-looking statements reflect Goldgroup's current internal
projections, expectations or beliefs and are based on information
currently available to Goldgroup. In some cases forward-looking
information can be identified by terminology such as "may", "will",
"should", "expect", "intend", "plan", "anticipate", "believe",
"estimate", "projects", "potential", "scheduled", "forecast",
"budget" or the negative of those terms or other comparable
terminology. Certain assumptions may have been made regarding the
Company's plans at the Cerro
Prieto project. Many of these assumptions are based on
factors and events that are not within the control of Goldgroup and
there is no assurance they will prove to be correct.
Forward-looking information is subject to a variety of known and
unknown risks, uncertainties and other factors that could cause
actual events or results to materially differ from those reflected
in the forward-looking information, and are developed based on
assumptions about such risks, uncertainties and other factors
including, without limitation: uncertainties related to actual
capital costs, operating costs and expenditures, production
schedules and economic returns from Goldgroup's projects;
uncertainties associated with development activities; uncertainties
inherent in the estimation of mineral resources and precious metal
recoveries; uncertainties related to current global economic
conditions; fluctuations in precious and base metal prices;
uncertainties related to the availability of future financing;
potential difficulties with joint venture partners; risks that
Goldgroup's title to its property could be challenged; political
and country risk; risks associated with Goldgroup being subject to
government regulation; risks associated with surface rights;
environmental risks; Goldgroup's need to attract and retain
qualified personnel; risks associated with potential conflicts of
interest; Goldgroup's lack of experience in overseeing the
construction of a mining project; risks related to the integration
of businesses and assets acquired by Goldgroup; uncertainties
related to the competitiveness of the mining industry; risk
associated with theft; risk of water shortages and risks associated
with competition for water; uninsured risks and inadequate
insurance coverage; risks associated with potential legal
proceedings; risks associated with community relations; outside
contractor risks; risks related to archaeological sites; foreign
currency risks; risks associated with security and human rights;
and risks related to the need for reclamation activities on
Goldgroup's properties, as well as the risk factors disclosed in
Goldgroup's Annual Information Form and MD&A. Any and all of
the forward-looking information contained in this news release is
qualified by these cautionary statements. Although Goldgroup
believes that the forward-looking information contained in this
news release is based on reasonable assumptions, readers cannot be
assured that actual results will be consistent with such
statements. Accordingly, readers are cautioned against placing
undue reliance on forward-looking information. Goldgroup expressly
disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new
information, events or otherwise, except as may be required by, and
in accordance with, applicable securities laws.
SOURCE Goldgroup Mining Inc.