European Uranium Resources Ltd. ("EUU" or the
“Company”) (TSXV: EUU) has on February 27, 2015, signed a
purchase and sale agreement (the “Agreement”) with Miranda
Gold Corp. (“Miranda”) to purchase a 100% interest in
Miranda’s Mustang, Iron Point and Kibby Flat projects (the
“Properties”) and the assignment and assumption of Miranda’s
mining lease on the Red Hill project (the “Lease”), all
located in Nevada (the “Transaction”).
In connection with the Transaction, EUU intends to consolidate
its shares on an up to 4:1 basis and change its name to Reyes
Resources Inc. Immediately after the shares are consolidated, EUU
intends to concurrently settle certain debts with shares or Units,
close a non-brokered part-and-parcel private placement financing to
raise a minimum of $1,000,000 and up to $2,000,000 (the
“Ancillary Transactions”) and concurrently close the
Transaction.
Dorian (“Dusty”) Nicol, President and CEO of EUU said, “This
acquisition and concurrent private placement will allow the Company
to proceed with exploration, including at least one drill program,
on exciting new exploration gold projects in a favourable mining
jurisdiction. The highest priority property is Mustang – which has
drill ready targets and gold in outcrop samples up to 29.7 grams
per tonne Au. Past drill results on the Mustang project, combined
with geochemical anomalies, provide an ideal geological setting for
the potential discovery of a large high-sulphidation epithermal
gold deposit. Mustang is located 15 kilometers from the Paradise
Peak Mine, which produced over 1.5 million ounces of gold from a
similar geologic setting.
The Iron Point project is within 45 kilometers of the Fortitude
/ Phoenix gold complex (over 8.5 million ounces of Au) and shares a
similar geologic setting. Red Hill is located within the prolific
Cortez Trend and is within 24 kilometers of the 8.5 million ounce
Cortez Hills sediment-hosted gold deposit. Prior drilling at Red
Hill has documented the presence of sediment-hosted gold
mineralization in a similar geologic setting. Kibby Flat is a
high-sulphidation epithermal gold target in western Nevada near the
town of Tonopah. Geologic mapping and sampling have disclosed
several areas at Kibby Flat prospective for bonanza-grade gold and
silver mineralization.
The initial focus will be on drilling the defined targets at
Mustang and Iron Point, Kibby Flat and Red Hill will be advanced as
funds allow. Expenditures on the Company’s 50% interest in the
Kuriskova uranium project in Slovakia are carried for the next ten
years, which allows the Company to maintain its exposure to the
upside potential of the price of uranium.”
The Transaction Terms
On February 27, 2015, the Company signed a purchase and sale
agreement (the “Agreement”) with Miranda, with closing
subject to closing the Ancillary Transactions. The acquisition is
arm’s length and there is no finder’s fee. The Transaction has been
classified as a fundamental acquisition under the rules of the TSX
Venture Exchange (the “Exchange”) and trading in the
Company’s shares will be halted until Exchange requirements are
met. Upon acceptance of all the documentation filed with the
Exchange, the Exchange will allow the Company’s shares to resume
trading.
To support the application for approval with the Exchange, the
Company has commissioned work to begin on an independently prepared
Geological Report on the Mustang project. It is expected that this
report will recommend a first phase drill program at the Mustang
project with an estimated budget of US$150,000.
On closing the Agreement, EUU will issue to Miranda 8% of the
then issued and outstanding shares of the Company after that issue,
and following the closing of the Ancillary Transactions. On closing
the Agreement Miranda will transfer the Properties to EUU and
execute the assumption and assignment of the Lease to EUU. Miranda
will retain a 2% net smelter returns royalty (“NSR”) on each
of the Mustang, Iron Point and Kibby Flat projects and a 1% NSR on
the Red Hill project. The Mustang project is currently subject to
an underlying 1% NSR to Teslin River Resources Ltd. On closing the
Company will be responsible for payment of the underlying advance
minimum royalty payment of US$60,000 pursuant to the Lease. The Red
Hill property is subject to a sliding production NSR to the Lessors
of between 2.5% and 5% depending on the price of gold, and subject
to certain buy-down provisions to 2%. Pursuant to the Agreement,
EUU will be obligated to complete a drill program on one of the
four properties within the first agreement year at a cost of not
less than US$150,000.
The Consolidation and Name change
The Board of Directors plan to change the name of the Company to
Reyes Resources Inc. and to consolidate the Company’s shares on a 1
new for up to 4 old basis.
Management of the Company believes that the share consolidation
is necessary and integral to implement its plans pursuant to the
transactions outlined. There are currently 65,942,653 and if the
maximum consolidation of 1 new for 4 old is completed, there would
be 16,485,663 common shares outstanding before closing of the
Transaction or Ancillary Transactions.
The Debt Settlement
The Company has reached agreement with certain current and past
related parties to settle an aggregate of up to $240,500 debt
recorded in the books of the Company by the issue of up to
4,810,000 post-consolidated common shares to settle this debt.
The Private Placement
To fund the Transaction and the anticipated exploration
programs, the Company will undertake a non-brokered private
placement of a minimum of 20,000,000 units and up to 40,000,000
units (a “Unit”) at $0.05 per Unit post-consolidation. Each Unit
will comprise one post-consolidated common share and one common
share purchase warrant (a “Warrant”). Each Warrant will
entitle the holder to purchase one additional post-consolidated
common share of the Company at a price of $0.15 for a period of
five years from the closing of the private placement. In the event
that the volume weighted average trading price of the common shares
of the Company is at or above $0.30 per share for 15 consecutive
trading days, in the period commencing four months after the
closing date, the Company will have the right to accelerate the
expiry date of the Warrants to a date which is 30 days after notice
is given to the holders of the Warrants of the accelerated expiry
date. The private placement is subject to compliance with
applicable securities laws and to receipt of regulatory
approval.
The Company reserves the right to modify the type, nature and/or
price of the Units for any reason, subject to Exchange
acceptance.
The Company may pay finder’s fees within the allowable limits of
the policies of the Exchange.
It is intended that the proceeds of the private placement will
demonstrate that the Company will have, on closing the Transaction,
the financial resources to close the Transaction and fund the
property payment obligations of the Properties and Lease for a
minimum of six months and to fund the first stage of the
recommended work program.
Conditions of closing
The parties’ obligations to complete the transactions are
subject to Exchange approval of all elements of these transactions
on terms acceptable to the parties, and settlement of formal
documentation: the closing of all of the transactions is each
conditional on the closing of the other.
The Properties being acquired
Mustang Project
Mustang is located in southwestern Nevada, 15 kilometers from
the past-producing +1.5 million ounce Au Paradise Peak gold-silver
mine. Like Paradise Peak, Mustang is a high-sulphidation epithermal
target with potential for bonanza grades. The mineralization at the
Paradise Peak property is not necessarily indicative of the
mineralization on the Mustang property. Surface samples from
volcanic rocks at Mustang have assayed up to 29.7 grams per tonne
of gold (gpt Au). Multi-element geochemical anomalies typical of
epithermal gold deposits occur throughout the project area. Two
holes drilled on the property by a previous operator gave
encouraging results: 9.1 meters of 0.866 gpt Au in one drill hole
(from 102.1 to 111.2 meters, including 4.6 meters of 1.565 gpt Au)
and 12.2 meters of 1.17 gpt Au (from 54.9 to 67.1 meters, including
7.6 meters of 2.6 gpt Au). These intercepts are comparable to the
early discovery holes reported at Paradise Peak. The mineralization
identified in these drill holes is open to depth and laterally and
testing for extensions will be the focus of the initial drill
program. In addition to the volcanic-hosted epithermal potential on
the property, there is the potential for sediment-hosted
(“Carlin-type”) gold mineralization in the sediments underlying the
volcanic rocks.
There are multiple geochemical anomalies throughout the property
associated with hydrothermal alteration typical of
high-sulphidation gold deposits. Further mapping and sampling will
undoubtedly lead to the generation of additional drill targets.
The first year evaluation program and budget includes
approximately 5,000 feet of reverse circulation drilling in 5 holes
at an estimated “all-in” cost of US$150,000.
Iron Point
Iron Point is a “distal skarn” gold target at the intersection
of the Battle Mountain and Getchell Gold trends in Nevada. The
target analogue is the +8.5 million Au ounces Fortitude / Phoenix
gold system of deposits, 45 kilometers away. The mineralization at
the Fortitude / Phoenix property is not necessarily indicative of
the mineralization on the Iron Point property.
The Iron Point area hosts numerous clusters of geochemical
anomalies (gold and pathfinder elements) and geophysical (magnetic)
anomalies consistent with the target concept: an intrusion-centered
gold-copper skarn or distal skarn system. Rock chip samples have
run up to 73.4 gpt Au and soil samples up to 1.846 gpt Au.
Drilling on the project to date has focused on exploration for
sediment-hosted Carlin-style deposits in the eastern portion of the
project area. The area is considered prospective for the large
skarn target that has barely been tested. The best gold intercept
to date – in a hole which did not reach the target stratigraphy –
was 10.7 meters (from 1.5 to 12.2 meters) of 7.5 gpt Au.
Further work will comprise data compilation and some further
mapping and sampling, and possible ground magnetics, to define
drill targets focusing on a gold-copper Fortitude type deposit.
Red Hill
Red Hill is a sediment-hosted gold target on the Cortez Trend in
Central Nevada, one of the most prolific of the Nevada gold belts.
Red Hill is located 24 kilometers southeast of the Cortez Hills
gold deposit, a +8.5 million ounce sediment-hosted gold deposit
operated by Barrick. The +20 million ounce Pipeline deposit is also
located on the Cortez Trend. The same sedimentary formations which
host these massive deposits host identified gold mineralization at
Red Hill. The mineralization at the Cortez Hills or Pipeline
properties is not necessarily indicative of the mineralization on
the Red Hill property.
In 2006, Barrick Gold Exploration Inc. became Miranda’s joint
venture partner at Red Hill. Barrick, as operator, completed 3,006
meters of drilling at the project. One drill hole intersected 24.4
meters of 4.987 gpt Au from 585.4 to 609.8m, including 13.7m of 8.1
gpt Au from 585.4 to 599.1 meters. Mineralization is hosted by”
lower plate” carbonate rocks typical of Carlin-type gold deposits
and is associated with altered igneous dikes, and high levels of
arsenic, antimony, mercury and thallium. These features indicate
that a Carlin-style gold system is present at Red Hill. Two offset
holes intersected the target stratigraphy and were geochemically
anomalous in pathfinder elements but did not intersect significant
gold mineralization.
Further exploration at Red Hill will require extensive deep (and
therefore expensive) drilling, but has the potential to lead to the
discovery of a large new Carlin-style gold orebody. Due to the
expense, this work will be of lower priority than that at
Mustang.
Kibby Flat
Kibby Flat is also a high-sulphidation epithermal target in
western Nevada, in the Monte Cristo Range near the town of
Tonopah.
Hydrothermal alteration of volcanic rocks on the property is
consistent with high-sulphidation epithermal systems and is
associated with an apparent caldera margin. Rock chip samples
contain up to 0.621 gpt Au. Rock chip samples anomalous in gold
tend to cluster in two areas on the property. Soil samples contain
up to 39.9 ppb Au. There is a coherent zone of anomalous gold in
soil about 590 meters x 200 meters adjacent to the hydrothermally
altered area.
Additional geologic mapping and sampling on the property will
likely lead to the definition of additional target areas.
A previous operator drilled 22 holes on the property. There were
several intercepts of geochemically anomalous gold and pathfinder
elements and one significant intersection of 7.05 gpt Au in a 1.5
meter structure. The historic drilling has only partially tested
the potential target zones and in this type of system, the
geochemically anomalous results obtained to date are cause for
encouragement.
It is thought that, the target here is likely structurally
controlled and additional geologic mapping and sampling (and
possibly geophysics) will be required to identify and prioritize
drilling targets.
Qualified Person
The technical information in this news release was reviewed by
Dorian (Dusty) Nicol, the Company’s President and CEO and a
Qualified Person as defined in NI 43-101.
About European Uranium Resources Ltd.
With the pending acquisition of gold exploration properties from
Miranda, the Company will be diversifying both geographically,
Slovakia and Nevada and by commodity uranium and gold. On August
29, 2014, the Company signed an agreement with Forte Energy NL to
allow Forte to earn a 50% interest in the Company’s Ludovika Energy
and Ludovika Mining, which hold the mineral licenses comprising the
Kuriskova and Novoveska Huta uranium projects. To retain its 50%
interest, Forte must sole fund a minimum of $350,000 a year on the
Ludovika entities over the next ten years with the first year’s
expenditure of $350,000 being an obligation.
EUROPEAN URANIUM RESOURCES LTD.
"Dusty Nicol"
Dorian L. (Dusty) Nicol, President and CEO
For further information please contact: Dorian (Dusty) Nicol,
at (604) 536-2711, or visit www.euresources.com.
Neither the 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.
Cautionary Statement:
This news release contains forward-looking statements that are
based on the Corporation's current expectations and estimates.
Forward-looking statements are frequently characterized by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such factors include, among others: the
actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans to
continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing; and fluctuations in metal prices. There may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Corporation
disclaims any intent or obligation to update any forward-looking
statement, whether as a result of new information, future events or
results or otherwise. Forward-looking statements are not guarantees
of future performance and accordingly undue reliance should not be
put on such statements due to the inherent uncertainty therein.
European Uranium Resources Ltd.Dorian Nicol,
604-536-2711President and CEO
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