Highlights:
- The transaction creates one of the largest gold-copper resource
portfolios in Colombiaꞌs Mid Cauca Belt;
- Bellhavenꞌs flagship La Mina Project, one of the highest grade
gold porphyry projects in the Americas, is located southeast of
GoldMiningꞌs Titiribi Project in the Mid Cauca Belt, which is
seeing increased activity by companies such as Cordoba Minerals and
HPX Exploration (San Matias), Continental Gold (Buritica), IAMGOLD
and Gran Colombia (Zancudo), and AngloGold Ashanti and B2Gold
(Nuevo Chaquiro);
- La Mina hosts the Middle Zone and La Cantera deposits
and several prospects including La Garrucha, El Limon, El
Oso, Media Luna and Buenavista;
- Bellhaven published a pit-constrained resource at a 0.25 g/t
gold cut-off for the Middle Zone and La Cantera
deposits in October 2016 totaling
1.01 million ounces gold equivalent grading 1.12 g/t gold
equivalent in the indicated category and 0.43 million ounces
gold equivalent grading 1.07 g/t gold equivalent in the
inferred category as detailed in Table 1 below;
- La Garrucha aeromagnetic anomaly is substantially larger
than those associated with either the La Cantera or Middle Zone
deposits. The last drill hole completed at La Garrucha intersected
271 m grading 1.03 g/t gold and 0.13% copper;
- Follow-up drilling is planned at La Garrucha to extend
mineralization identified in previous programs and to provide a
basis for calculating an updated mineral resource estimate;
- A total of 106 diamond drill holes in 36,815 m have been
completed at La Mina to date;
- Exploration applications totaling approximately 4,375 Ha in
area and located between Titiribi and La Mina Projects have been
submitted by GoldMining to the Mining Secretariat of Antioquia;
and
- Bellhaven shareholders will receive 0.25 GoldMining shares for
each Bellhaven share held, and overall the transaction represents
approximately 6% dilution to GoldMining shareholders for a
transaction value of $13.5 million
based on GoldMiningꞌs share price as of the close on April 11, 2017.
VANCOUVER, April 12, 2017 /CNW/ - GoldMining Inc.
("GoldMining") (TSX-V: GOLD; OTCQX: GLDLF) and Bellhaven Copper and
Gold Inc. ("Bellhaven" and, together with GoldMining, the
"Companies") are pleased to jointly announce that they have entered
into an agreement (the "Agreement"), pursuant to which, among other
things, GoldMining will acquire all of the outstanding common
shares of Bellhaven (the "Bellhaven Shares") by way of a plan of
arrangement under the Business Corporations Act (British
Colombia) (the "Arrangement").
Upon completion of the Arrangement, GoldMining will own 100% of
Bellhaven and its La Mina Gold Project ("La Mina" or the
"Project"), which includes the La Mina concession (1,794 Ha) and
the contiguous La Garrucha concession (1,416 Ha).
Amir Adnani, Chairman of
GoldMining, commented: "We are pleased to announce our second major
transaction in Colombia, which
will further expand our significant land package within the Mid
Cauca Belt, one of the most prospective and underexplored gold
belts in the world. Beyond the current defined resource base, La
Mina hosts several underexplored porphyry targets, which we believe
offer excellent opportunities for new gold discoveries in an area
of excellent infrastructure."
Mr. Adnani, further commented: "I look forward to working with
Dr. Paul Zweng, CEO of Bellhaven,
who has agreed to join GoldMiningꞌs advisory board on closing of
the transaction. This acquisition further advances our strategy of
acquiring significant gold-copper projects in the Americas, and we
look forward to welcoming management and shareholders of Bellhaven
as new shareholders of GoldMining."
Dr. Paul Zweng, CEO, Chairman and
Director of Bellhaven, commented: "We believe that combining
Bellhavenꞌs assets with those of GoldMining will place these assets
into much stronger hands. As a result, La Mina will have greater
market visibility as well as the potential to move forward with
more certainty and at a greater pace than what Bellhaven could
achieve on its own. There are also potential synergies between
Bellhavenꞌs La Mina and GoldMining's nearby Titiribi gold property
(Colombia) including geological,
engineering, environmental, community relations and shared
administrative overhead. This combination creates one of the
largest resource portfolios and most exciting exploration land
packages in Colombia. I look
forward to joining GoldMiningꞌs advisory board to assist GoldMining
in advancing La Mina as well as the rest of its extensive portfolio
of gold projects in the Americas."
Transaction Details
Under the Arrangement, Bellhaven shareholders will receive 0.25
common shares of GoldMining for each Bellhaven Share held (the
"Exchange Ratio") and existing warrants and options of Bellhaven
will similarly become exercisable into GoldMining common shares
based on the Exchange Ratio in accordance with their existing
terms. There are currently 5,133,750 Bellhaven warrants outstanding
with exercise prices ranging from $0.225 to
$0.50, which, after closing, would be convertible into up to
1,283,438 common shares of GoldMining. The terms set out above do
not apply to the Bellhaven Shares and warrants issued to the
Toquepala Fund LP (the "Fund") on conversion of their previously
issued US$350,000 convertible loan
(the "Convertible Loan"), which Convertible Loan was converted
concurrent with the execution of the Agreement.
In connection with the Arrangement, GoldMining has entered into
an agreement with the Fund, pursuant to which, concurrently under
the Arrangement, GoldMining will acquire from the Fund, the
6,300,000 units of Bellhaven, issued on conversion of the
Convertible Loan with each unit consisting of one Bellhaven Share
and one warrant to purchase a Bellhaven Share at an exercise price
of $0.075 per share, for total
consideration consisting of 1,842,750 common shares of GoldMining
(the "Unit Acquisition"). The Unit Acquisition is being completed
at a discount to the consideration to be received by Bellhaven
shareholders generally under the Arrangement. Nancy Zweng and Paul
Zweng, directors of Bellhaven, are also principals of the
Fund.
The Arrangement will be carried out by way of a plan of
arrangement and is subject to customary conditions, including
receipt of requisite stock exchange and court approvals and the
approval of at least 66⅔% of the votes cast by Bellhaven
shareholders at a special meeting (the "Meeting") of Bellhaven
shareholders, including approval by a majority of disinterested
Bellhaven shareholders. The Meeting is currently expected to be
held in late May 2017, with
completion of the arrangement expected to occur shortly thereafter
following receipt of necessary court approval.
Additionally, Bellhaven has entered into an agreement with
Monpal S.A.S., a company controlled by Alejandro Montoya-Palacios, a director of
Bellhaven, to amend the terms of Bellhaven's existing option to
acquire the balance of the ownership interest in the entity that
owns one of the exploration concessions underlying the La Mina
Project concurrently with completion of the Arrangement, in
exchange for total consideration of US$300,000 and the delivery of 162,500 common
shares of GoldMining to Mr. Montoya-Palacios, payable by GoldMining
upon completion of the Arrangement.
Pursuant to the terms of the Agreement, Bellhaven has agreed
that it will not solicit or initiate any discussions concerning any
other acquisition proposals. In the event that the Arrangement is
not completed, Bellhaven has agreed, in certain circumstances, to
pay GoldMining a termination fee of $440,000 and an expense reimbursement fee of up
to $150,000. GoldMining has agreed to
reimburse Bellhaven for its incurred expenses up to $150,000 in relation to the Arrangement if the
Agreement is terminated in certain circumstances.
Directors, senior officers and key shareholders of Bellhaven,
collectively holding approximately 67.5% of the issued and
outstanding Bellhaven Shares, have entered into agreements with
GoldMining under which they have agreed to vote their Bellhaven
Shares in favour of the Arrangement. Pursuant to such agreements,
such Bellhaven supporting shareholders have agreed that GoldMining
common shares issued to them under the transaction will be subject
to re-sale restrictions, which provide for the release of legend
restrictions as follows: (i) 25% of such shares on closing; and
(ii) 25% of such shares on each of the dates that are one, two and
three months after the closing of the Arrangement.
Recommendation of the Bellhaven Board
An independent special committee of the Bellhaven board of
directors has reviewed and unanimously recommended approval of the
Arrangement and related transactions to the Bellhaven board of
directors. After taking into account such recommendation and
considering, among other things, the verbal opinion of Evans &
Evans Inc., financial advisor to Bellhaven, that the consideration
to be received by Bellhaven shareholders under the Arrangement is
fair from a financial point of view to Bellhaven shareholders, the
Bellhaven directors entitled to vote thereon have unanimously
determined that the Arrangement is in the best interests of
Bellhaven and is fair from a financial point of view to Bellhaven
shareholders (other than GoldMining and its affiliates).
The Bellhaven board of directors unanimously recommends that
Bellhaven shareholders vote in favour of the Arrangement.
Details regarding these and other terms of the Arrangement are
set out in the Agreement, which will be available on SEDAR at
www.sedar.com. Additional information respecting the Arrangement
and the Agreement will be included in the management information
circular to be filed by Bellhaven and mailed to Bellhaven
shareholders in connection with the Meeting.
The Project
The La Mina Project is located approximately 41 km southwest of
the city of Medellin in the
Department of Antioquia, in central Colombia and approximately 6 km southeast of
GoldMiningꞌs Titiribi Project (Fig. 1). The Project is comprised of
two concessions that cover an area of 32 km2. Northern
Antioquia has seen steadily increasing activity over the last
several years including, but not limited to success by Cordoba
Minerals and High Power Exploration at the San Matias copper-gold
project, Continental Goldꞌs recently permitted high-grade Buritica
gold project, IAMGOLDꞌs recent option agreement with Gran Colombia
Gold on the past producing Zancudo gold mine, and AngloGold Ashanti
and B2Goldꞌs development stage Nuevo Chaquiro project. The Project
is road accessible by paved highway to a junction with an 11 km
gravel road that leads to site. Water, power and labour are readily
available at the Project site.
La Mina includes the Middle Zone and La Cantera gold-copper
porphyry deposits as well as the highly prospective La Garrucha
prospect located approximately 800 m to the east. The aeromagnetic
anomaly over the nearby La Garrucha prospect is substantially
larger than those over both the La Cantera and Middle Zone
deposits. It has been partially tested by drilling (6,734 m in 17
holes) and future exploration programs will focus on expanding the
area of mineralization in order to complete a revised resource
estimate. In addition, there are several prospects including El
Limon, El Oso, Media Luna and Buenavista that require additional
follow-up exploration (Fig. 2).
The Middle Zone and La Cantera deposits occur within 400 m of
each other and were the subject of a resource estimate published by
Bellhaven in October 2016 (Table 1).
The resource was based on 14,284 m of drilling in 88 drill holes.
Block models were created with parent blocks measuring 5
m3 for the Middle Zone and 10 m3 for La
Cantera. Inverse distance squared was used to interpolate grade
into blocks at the Middle Zone and ordinary kriging was used to
interpolate grade into blocks at La Cantera, which in both cases
were constrained by geology. Indicated mineral resources, which
comprise approximately 70% of the resource, were defined as blocks
that are within 35 m of a drill hole and where a minimum of two
drill holes were used to estimate grade. Grade-capping was employed
at the Middle Zone to limit the impact of high-grade outlier
samples. Gold was capped at 4.2 ppm, silver at 25.5 ppm and copper
at 3,000 ppm. Densities of 2.65 t/m3 for the Middle Zone
and 2.70 t/m3 for La Cantera were used to convert
volumes to tonnages and were based on 636 individual measurements
of drill-core samples.
The conceptual pit delineated resource used a Whittle-Pit
algorithm with the following input parameters to calculate the
in-pit resources:
- Median consensus long-term projected metal prices of
US$1,275/oz gold, US$17.75/oz silver, and US$2.75/lb copper;
- G&A of US$0.98/t;
- Open-pit mining costs of US$1.72/t;
- Processing costs of US$5.83/t;
- Metallurgical recoveries of 93% for gold and 90% for copper;
and
- Average pit-slope of 50 degrees.
Table 1: Indicated and Inferred Resource at a 0.25 g/t gold
cut-off for La Mina published by Bellhaven in 2016.
Deposit
|
Tonnage
|
Grade
|
Contained
Metal
|
Mt
|
Au
(g/t)
|
Ag
(g/t)
|
Cu
(%)
|
AuEq
(g/t)
|
Au
(oz)
|
Ag
(oz)
|
Cu
(Mlbs)
|
AuEq
(oz)
|
Indicated
Resource
|
La Cantera
|
17.984
|
0.87
|
2.06
|
0.32
|
1.37
|
503,021
|
1,191,062
|
125.344
|
789,953
|
Middle
Zone
|
10.186
|
0.50
|
1.27
|
0.11
|
0.68
|
163,740
|
415,899
|
24.898
|
223,232
|
Total
Indicated
|
28.170
|
0.74
|
1.77
|
0.24
|
1.12
|
666,761
|
1,606,962
|
150.242
|
1,013,185
|
Inferred
Resource
|
La Cantera
|
10.806
|
0.69
|
1.83
|
0.29
|
1.15
|
239,715
|
635,766
|
70.256
|
400,099
|
Middle
Zone
|
1.588
|
0.39
|
1.19
|
0.09
|
0.53
|
19,911
|
60,754
|
3.038
|
27,309
|
Total
Inferred
|
12.394
|
0.65
|
1.75
|
0.27
|
1.07
|
259,626
|
696,520
|
73.294
|
427,408
|
|
|
Table 1
Notes:
|
1.
|
Mineral resources are
not mineral reserves and do not have demonstrated economic
viability. There is no certainty that all or any part of the
mineral resources will be converted into mineral
reserves.
|
2.
|
Gold-equivalent
grades were calculated using the following formula: AuEq = [{Au
(g/t) + [Cu(%)} x {%Recoverable Cu / %Recoverable Au} x {Cu
Price/Au Price} x 22.0462 x 31.1035] + [Ag (g/t) x {Ag Price/Au
Price}]. Metal prices used were the median consensus long-term
prices as of July, 2016 for gold (US$1,275/oz), silver (US$17.75),
and copper (US$2.75/lb). Metal prices are not constant and are
subject to change. Metal recoveries of 93% Au and 90% Cu are
estimates based on metallurgical results announced in Bellhavenꞌs
news release dated September 21, 2016.
|
3.
|
All quantities are
rounded to the appropriate number of significant figures;
consequently sums may not add up due to rounding.
|
|
|
The resource estimate for La Mina is based on a technical report
completed for Bellhaven by Scott E.
Wilson, C.P.G. titled "Technical Report for the La Mina
Project, Antioquia, Republic of Colombia" with an effective date of
October 24, 2016. To the best of
GoldMining's knowledge, information and belief, there is no new
material scientific or technical information that would make the
disclosure of the mineral resources therein inaccurate or
misleading.
Exploration Applications
Additional exploration applications covering approximately 4,375
Ha were submitted by GoldMining in March
2017 to the Mining Secretariat of Antioquia for review. The
applications cover areas located between the Titiribi and La Mina
Projects.
Advisors
Haywood Securities Inc. is advising GoldMining in connection
with the transaction, and Sangra Moller LLP is acting as legal
counsel to GoldMining. Evans & Evans Inc. acted as financial
advisor to Bellhaven and McMillan LLP is acting as legal counsel to
Bellhaven.
Qualified Person
Paulo Pereira, President of
GoldMining has reviewed and approved the technical information
contained in this news release for GoldMining. Mr. Pereira holds a
Bachelors degree in Geology from Universidade do Amazonas in
Brazil, is a Qualified Person as
defined in National Instrument 43-101 and is a member of the
Association of Professional Geoscientists of Ontario.
Mr. Thomas J. Drown, P. Geo., has
reviewed and approved the scientific and technical information in
this news release for Bellhaven pertaining to La Mina. Mr. Drown
has more than 25 years relevant experience and is a B.C.
Professional Geoscientist. He has been a senior project geologist
with the Company at the La Mina Project and is a Qualified Person
as defined in National Instrument 43-101.
About GoldMining Inc.
GoldMining Inc. is a public mineral exploration company focused
on the acquisition and development of gold projects in Colombia and other regions of the Americas.
GoldMining Inc. is advancing its Titiribi Gold-Copper Project
located in the Department of Antioquia, Colombia, its Cachoeira and São Jorge Gold
Projects located in the State of Pará, northeastern Brazil, its Whistler Gold-Copper Project
located in the State of Alaska,
United States of America, and its
Rea Uranium Project in the western Athabasca Basin in northeast Alberta, Canada.
About Bellhaven Copper and Gold Inc.
Bellhaven Copper and Gold Inc. is a Canadian-listed (TSX-V: BHV)
exploration company exploring for gold and copper in Colombia. Bellhaven's flagship project is the
La Mina gold-copper porphyry deposit in the Middle Cauca belt of
Columbia. For more information regarding Bellhaven, please visit
our website at www.bellhavencg.com.
Forward-looking Statements
This document contains certain forward-looking statements
that reflect the current views and/or expectations of GoldMining
and/or Bellhaven with respect to its business and future events,
including expectations respecting the Project, the closing of the
Arrangement, potential synergies of the Companies' projects and any
future exploration programs and other work on the Project.
Forward-looking statements are based on the then-current
expectations, beliefs, assumptions, estimates and forecasts about
the business and the markets in which the Companies operate,
including that the parties will satisfy or waive all conditions
required to complete the transactions under the Agreement,
including receipt of all required regulatory approvals and that
historical exploration results will be confirmed. Investors are
cautioned that all forward-looking statements involve risks and
uncertainties, including: the inherent risks involved in the
exploration and development of mineral properties, the
uncertainties involved in interpreting drill results and other
exploration data, the potential for delays in exploration or
development activities, the geology, grade and continuity of
mineral deposits, the possibility that future exploration,
development or mining results will not be consistent with the
Companies' expectations, accidents, equipment breakdowns, title and
permitting matters, labour disputes or other unanticipated
difficulties with or interruptions in operations, fluctuating metal
prices, unanticipated costs and expenses, uncertainties relating to
the availability and costs of financing needed in the future,
including to fund any exploration programs on the Project, any
inability to realize upon expected synergies between the Companies'
projects and that the parties may not receive all required
approvals or satisfy all conditions required under the Agreement.
These risks, as well as others, including those set forth in the
Companies' filings with Canadian securities regulators, could cause
actual results and events to vary significantly. Accordingly,
readers should not place undue reliance on forward-looking
statements and information. There can be no assurance that
forward-looking information, or the material factors or assumptions
used to develop such forward looking information, will prove to be
accurate. Neither GoldMining nor Bellhaven undertake any
obligations to release publicly any revisions for updating any
voluntary forward-looking statements, except as required by
applicable securities law.
Neither the TSX Venture Exchange, the Toronto Stock Exchange
nor their Regulation Services Providers (as that term is defined in
the policies of the TSX Venture Exchange and the Toronto Stock
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
SOURCE GoldMining Inc.