EMR Emergent Metals Corp

THIS NEWS RELEASE IS INTENDED FOR DISISTRIBUTION IN CANADA ONLY AND IS NOT FOR
AUTHORIZED DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.


Emgold Mining Corporation ("Emgold" or the "Company") (TSX
VENTURE:EMR)(OTCQB:EGMCF)(FRANKFURT:EML) announces that, subject to TSX Venture
Exchange acceptance, it has signed an Option Agreement that will allow it to
complete an early buyout (the "Option") of all underlying property rights,
including royalty rights, in its Buckskin Rawhide East Property (the "Property")
in Nevada. As described below, the Option provides that Emgold may pay two
arm's-length parties an aggregate of US$510,000 to allow Emgold to consolidate a
100% interest in the 52 unpatented mineral claims, totaling 835 acres, that make
up the Property. 


In order to finance the exercise of the Option, Emgold has signed a Letter
Agreement (the "LA") with Rawhide Mining LLC ("RMC") pursuant to which Emgold
would issue to RMC on a private placement basis, common shares and warrants in
an amount of CDN$1.0 million. RMC operates the Rawhide Gold Mine in Nevada. In
addition to the Property, Emgold has two additional exploration properties
adjacent to or near RMC's Denton-Rawhide Mine, namely the Buckskin Rawhide West
and the Koegel Rawhide Properties.


Also pursuant to the LA, upon completion of the title transfer of the Property
to Emgold, Emgold will subsequently option the Property to RMC. RMC plans to
complete exploration activity on the Property with the goal of defining a
mineral resource that, if successful, could ultimately be developed, permitted,
and mined at the adjacent Rawhide Mine. RMC will have the option of acquiring a
100% interest in the Property by achieving commercial production from any
resources discovered, at which time Emgold's interest would be converted to a
"Bonus Payment", based on ounces of gold mined from the Property.


In addition, Emgold proposes to carry out a concurrent non-brokered private
placement, to raise up to an additional CDN$1,500,000. Details of the various
transactions are outlined below.


David Watkinson, President and CEO of Emgold stated, "This series of
transactions allows Emgold to completely consolidate the ownership of 100%
interest the Buckskin Rawhide East Property and achieve an early buyout of the
underlying property ownership under much more favorable terms than currently
exist. In turn, by optioning the Property to RMC, Emgold is establishing an
alliance with RMC whereby they will explore the Property and, if successful in
delineating any minable reserves, the opportunity will exist to fast track the
Property into production as an extension of the Rawhide Mine. If the Property is
brought into production, this will provide Emgold with cash flow through Bonus
Payments. Management of Emgold believes the alliance with RMC will provide the
fastest exploration and development path for the Property. In addition, the
potential exists to expand this alliance as Emgold explores its other two
properties in the vicinity of the Rawhide Mine." 


Details of the Private Placement

Pursuant to the LA, Emgold and RMC have a binding agreement pursuant to which
RMC would subscribe for 8,571,428 units at a price of CDN$0.07 per unit
("Units"), for total proceeds of CDN$600,000. Each Unit will consist of one
common share of the Company and one half of one non-transferable share purchase
warrant. Each full warrant would entitle the holder to purchase for a period of
24 months, one additional common share of the Company at a price of CDN$0.12 per
share. No finder's fees are payable in connection with this financing. Shares
issued will be subject to a four month and one day hold period. This portion of
the private placement will be utilized by the Company to complete the
acquisition of the Property.


Also pursuant to the LA, RMC would subscribe for an additional number of Units,
at a price to be determined, subsequent to dissemination of this news release,
for proceeds of CDN$400,000. Each Unit will consist of one common share of the
Company and one half of one non-transferable share purchase warrant. Each full
warrant would entitle the holder to purchase for a period of 24 months, one
additional common share of the Company at a price of CDN$0.12 per share. No
finder's fees are payable in connection with this financing. Shares issued will
be subject to a four month and one day hold period. 


Emgold also proposes to carry out a concurrent non-brokered private placement of
additional Units, at a price equal to the greater of CDN$0.07 or the market
price of the shares of Emgold, to be determined subsequent to dissemination of
this news release, to raise up to an additional CDN$1,500,000. Each Unit will
consist of one common share of the Company and one half of one non-transferable
share purchase warrant. Each full warrant would entitle the holder to purchase
for a period of 24 months, one additional common share of the Company at a price
of CDN$0.12 per share. Shares issued will be subject to a four month and one day
hold period. Finder's fees and finder's warrants may be paid in connection with
some or all of this concurrent private placement in accordance with TSX-Venture
Exchange policies. Shares issued on the exercise of the finder's warrants would
also be subject to a minimum hold period of four months and one day.


Subject to Emgold's success at completing a concurrent private placement, the
transaction with RMC could result in RMC holding between 15 and 20% of Emgold's
outstanding shares and therefore, pursuant to the rules of the TSX Venture
Exchange, would require shareholder approval. Accordingly, it is expected that
closing of the second portion of the subscription by RMC may be put to Emgold's
shareholders for consideration at its AGM scheduled for December 12, 2012.


The proposed financing is subject to all necessary regulatory approvals. The
proceeds of the financing will be used for acquisition of the Property, fees
associated with the transactions, exploration of Emgold's Nevada and B.C.
properties, and for general working capital. 


Details on the Acquisition of the Buckskin Rawhide East Property

Pursuant to the Option, Emgold plans to purchase the 100% interest in six claims
and 75% interest in 40 claims making up part of the Property held by Nevada
Sunrise LLC ("Nevada Sunrise"), including all underlying royalty rights, for
US$400,000. The Company also plans to complete the purchase of the remaining 25%
interest in the 40 claims making up part of the Property held by the Estate of
Maurice and Lorraine Castagne ("Castagne") for US$110,000. Details of the
acquisition of the Company's current interest in the Property are set out in the
Company's news release dated December 1, 2009. 


The exercise of the Option eliminates the need for Emgold to fund annual advance
royalty payments and complete an NI 43-101 feasibility study to acquire part of
the Property from Nevada Sunrise. It eliminates any future minimum royalty
payments or Net Smelter Royalty payments that would need to be made to Nevada
Sunrise should the Property be brought into production. It therefore allows
Emgold to acquire the combined Nevada Sunrise and Castagne interest in the
Property at a significant discount. 


Details of the Lease Agreement with Rawhide Mining Company

Subject to transfer of the Property title to Emgold from Nevada Sunrise and
Castagne, pursuant to the LA, Emgold has a binding agreement to lease the
Property to RMC under the following general terms and conditions:




1.  The Lease Term is 20 years. 
2.  Advance royalty payments will be $10,000 per year, paid by RMC to
    Emgold, with the first payment due at signing and subsequent payments
    due on the anniversary of the Lease Agreement. 
3.  During the Lease Term, RMC will make all underlying claim fees to keep
    the claims in good standing. 
4.  RMC will conduct a minimum of US$250,000 in exploration activities by
    the end of Year 1. 
5.  RMC will conduct an additional minimum of US$250,000 in exploration
    activities by the end of Year 3, for a total of US$500,000 in
    exploration activities by the end of Year 3. 
6.  RMC will have the option of earning a 100% interest in the Property by
    bringing it into commercial production. 
7.  Upon bringing the property into commercial production, RMC will make
    "Bonus Payments" to Emgold. Bonus Payments will be US$15 per ounce of
    gold when the price of gold ranges between US$1,200 per ounce and
    US$1,799 per ounce. If the price of gold exceeds US$1,800 per ounce, the
    Bonus Payment will increase to US$20 per ounce. 
8.  After meeting its exploration requirements, should RMC subsequently
    elect to drop the Property or decide not to advance it, the Property
    will be returned to Emgold. Should Emgold subsequently advance the
    Property into production, RMC shall then be entitled to the same type of
    Bonus Payments as contemplated in 7 above.



About the Buckskin Rawhide Property

The Property is an exploration property located in the Rawhide Mining District,
about 40 miles southeast of Fallon. It consists of 52 unpatented mineral lode
claims totaling approximately 835 acres. Six of these claims, totaling 120 acres
were staked by Emgold. The balance is currently under an option and lease to
Emgold from Nevada Sunrise, with Castagne holding a 25% carried interest in a
portion of the claims. It contains occurrences of gold and silver mineralization
and was sampled and drilled historically by Kennecott Minerals Company
("Kennecott") and others. It is surrounded by RMC's Denton-Rawhide Mine and
Pilot Gold Corporation's ("Pilot Gold's") Regent exploration property. 


The Denton-Rawhide Mine was owned and operated by Kennecott from 1988 to 2010.
From 1990 through 2010, the Denton-Rawhide Mine produced 1.5 million ounces of
gold and 12.7 million ounces of silver, according to Muntean (in Nevada Bureau
of Mines and Geology Special Publication MI-2010, 2011). In 2010, the
Denton-Rawhide Mine was acquired by RMC, who advise that they continue to
produce gold from historic heap leach pads and are in the process of re-opening
the mine. 


The Regent property is owned by Pilot Gold and was previously explored and
drilled by Kennecott in the 1990s. Since its formation, Pilot Gold has been
conducting exploration on the property, including reverse circulation and
diamond drilling according to Pilot's public disclosures. 


It should be noted that proximity of the Buckskin Rawhide East to other
exploration properties in the area does not mean a resource will be identified
or delineated at Buckskin Rawhide East. However, the presence of similar geology
and structures on the three properties does increase the potential for
exploration success. 


Historically, based on internal records, Kennecott drilled over 80 reverse
circulation holes on the Buckskin-Rawhide Property. Those results indicated
potential for delineation of both high grade mineralized gold/silver veins and
bulk minable disseminated gold/silver zones, which led to Emgold acquiring the
Property. Emgold reviewed historic data, conducted geological mapping and field
sampling, and subsequently discovered the Black Eagle High Grade Vein Target and
the Chicago Mountain Bulk Disseminated Target. Information on the Property can
be found at www.emgold.com. 


The scientific or technical information contained in this news release has been
reviewed and approved by Mr. Robert Pease, P.Geo., Chief Geologist of the
Company, a Qualified Person as defined in National Instrument 43-101. 


On behalf of the Board of Directors 

David G. Watkinson, P.Eng., President & CEO

This release was prepared by the Company's management.

For more information on the Company, investors should review the Company's
filings that are available at www.sedar.com or the Company's website at
www.emgold.com. This news release includes certain statements that are
"forward-looking statements" within the meaning of applicable securities laws
including statements regarding the various transactions proposed herein,
exploration potential, and other statements. Forward-looking statements are
based on certain assumptions that the counterparties to the proposed
transactions act in good faith, that financing is available on acceptable terms,
that Emgold receives TSX Venture Exchange acceptance for the transactions, that
any required shareholder approval for part of the financing involving RMC, that
RMC will be able to raise funding to conduct exploration, obtain the necessary
permits to conduct exploration activities, and be successful in conducting such
exploration activities. Although the Company believes the expectations expressed
in such forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results or
developments may differ materially from those in the forward-looking statements.
Factors that could cause actual results to differ materially from those in
forward-looking statements include the failure to obtain the required financing,
failure of counterparties to perform their obligations or commitments pursuant
to the Option and the LA, failure to obtain the required permits, and failure to
achieve exploration success. Other risk factors include changes in metal prices,
the price of the Company's shares, the costs of labour, the cost of equipment,
the cost of supplies, approvals by federal, state, and local agencies,
permitting delays, legal challenges to permits, general economic, market or
business conditions, and other factors beyond the control of the Company. The
Company does not intend to update or revise any forward-looking information
whether as to a result of new information, future events or otherwise, except as
required by law. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Emgold Mining Corporation
(778) 375-3106
info@emgold.com
www.emgold.com

Emergent Metals (TSXV:EMR)
Historical Stock Chart
From May 2024 to Jun 2024

Emergent Metals (TSXV:EMR)
Historical Stock Chart
From Jun 2023 to Jun 2024