Tolima Gold Restructures Terms of Divestiture of Interest in Colombia Gold Properties to Wolverine Minerals
04 April 2014 - 11:58AM
Marketwired
Tolima Gold Restructures Terms of Divestiture of Interest in
Colombia Gold Properties to Wolverine Minerals
TORONTO, ONTARIO--(Marketwired - Apr 3, 2014) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION
TO U.S. NEWS WIRE SERVICES
TOLIMA GOLD INC. ("Tolima") (TSX-VENTURE:TOM) is pleased to
announce today that it has restructured the terms of its proposed
divestiture of mining concessions and other assets in Colombia (the
"Properties").
Pursuant to a share purchase agreement dated December 4, 2013
(the "Original Agreement") among Remedios Gold Holdings S.A.
("Remedios Gold"), Remedios Gold S.A.S. ("Remedios SAS"), Herbo
Assets S.A. ("Herbo") and Tolima Gold (Barbados) Corp., each of
which are subsidiaries of Tolima (collectively, the "Sellers") and
Wolverine Minerals Corp. ("Wolverine") (TSX-VENTURE:WLV), Wolverine
agreed to acquire up to an 80% interest in Remedios Gold from
Herbo. In connection with the Original Agreement, Wolverine
provided Herbo $700,000 by way of a loan (the "Loan") secured
against 51% of the shares of Remedios Gold.
Under the amended terms (the "Transaction"), Wolverine will
purchase a 90% interest in Remedios Gold from Herbo in
consideration of an aggregate of $1,200,000 ($700,000 of which will
be paid by forgiveness of the Loan and $500,000 of which will be
paid on closing). On closing, a 90% interest in Remedios Gold will
be transferred to Wolverine, with 30% held in escrow subject to the
completion of work commitments of $2,000,000. For each $1,000,000
in work commitments, a 15% interest in Remedios Gold will be
released to Wolverine. As additional consideration, Wolverine will
grant the Sellers a 2.5% net smelter return royalty (the "Royalty")
on production from the five mining concessions, covering a total
area of over 524 hectares, in the Remedios/Segovia mining district
in Antioquia, Colombia, that contains an existing mine. An
additional mining property may be added to the Transaction subject
to satisfaction of certain conditions. If such property is added,
Wolverine has agreed to pay Herbo an additional $500,000 and issue
500,000 common shares of Wolverine, subject to compliance with
applicable securities laws. The additional mining property would be
subject to the Royalty. The Transaction also includes a three
kilometer area of interest provision. Wolverine will also be
granted a right of first refusal to purchase the Royalty from time
to time.
The parties are working to finalize the form of definitive
agreement for the Transaction. Completion of the Transaction will
be subject to a number of conditions, including the approval of the
TSX Venture Exchange.
Information Concerning Tolima
Tolima is a gold exploration and development company with
contractual interests in gold properties in Colombia. Tolima's
mineral properties are the Remedios Project, located in the
Remedios/Segovia mining district, including the San Pablo and
Bartola mines, located in the Antioquia Department of Colombia; the
Ancal/Marmato Project, located in the Marmato/Caramanta district in
the Caldas and Antioquia Departments of Colombia; and the Nortol
project, including the Papayo property, located in the Northern
part of the Tolima Department of Colombia. Tolima continues to
explore opportunities for the acquisition of additional mining
interests in prospective mining districts in Colombia.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking
statements, which reflect the expectations of management of Tolima
regarding the Transaction. Forward-looking statements consist of
statements that are not purely historical, including any statements
regarding beliefs, plans, expectations or intentions regarding the
future, and include discussion of what the parties must do to
complete the Transaction. Such statements are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements. No assurance can be given that any of the events
anticipated by the forward-looking statements will occur or, if
they do occur, what benefits Tolima will obtain from them. These
forward-looking statements reflect management's current views and
are based on certain expectations, estimates and assumptions which
may prove to be incorrect. A number of risks and uncertainties
could cause actual results to differ materially from those
expressed or implied by the forward-looking statements, including:
(1) the occurrence of any events that prevent the parties from
performing the acts necessary to complete the Transaction; (2)
failure to obtain the approval of the TSX Venture Exchange; (3)
current economic conditions and the state of mineral exploration
and mineral prices in general; and (4) other factors beyond the
parties' control. These forward-looking statements are made as of
the date of this news release and Tolima assumes no obligation to
update these forward-looking statements, or to update the reasons
why actual results differed from those projected in the
forward-looking statements, except in accordance with applicable
securities laws. Additional information about Tolima and these and
other assumptions, risks and uncertainties, are available in its
public filings with Canadian securities regulators, available under
its profile on SEDAR at www.sedar.com.
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.
Tolima Gold Inc.Andrew DeFrancesco(416) 362-4441Tolima Gold
Inc.Lisa-Marie Iannitelli(416) 362-4441
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