VANCOUVER, BRITISH COLUMBIA--(Marketwire -07/26/12)- Columbus Gold Corporation (CGT.V) ("Columbus Gold") is pleased to announce that it has amended the terms of its agreement (the "Original Agreement") with Euro Ressources S.A. ("EURO"), pursuant to which Columbus Gold holds an option (the "Option") to acquire the existing underlying royalty (the "Existing Royalty") on the Paul Isnard Gold Project ("Paul Isnard Project") currently held by EURO. EURO is a majority-owned subsidiary of IAMGOLD with a direct ownership of approximately 86%. Columbus Gold announced the Original Agreement via news release on December 5, 2011.
The amendment to the Original Agreement (the "Amendment") generally provides an additional year in which Columbus Gold may consider to exercise the Option. Prior to the Amendment, the Option would expire 120 days following the date on which Columbus Gold obtained the Paul Isnard Project. Since Columbus Gold has now obtained a 100% beneficial interest in the Paul Isnard Project and is in the process of transferring legal title, under the Original Agreement Columbus Gold would have been required to elect to exercise the Option sometime in late 2012. With the Amendment, Columbus Gold has effectively obtained another year to contemplate the Option exercise, deferring the $4.2 million cash and associated share payments to mid to late 2013.
The Existing Royalty consists of 10% of the gold price, in excess of US$400 per ounce, on the first 2 million ounces of production and 5% of the gold price, in excess of US$400 per ounce, on the next 3 million ounces produced. The terms of the agreements provide for a restructured, significantly less onerous royalty payable to EURO of 1.8% net smelter returns ("NSR") on the first 2 million ounces of gold produced, and 0.9% NSR on the next 3 million ounces produced.
Prior to the Amendment, the Option would expire on the earlier of: (i) July 30, 2015; and (ii) 120 days following the date on which Columbus Gold obtained a 100% interest in the Paul Isnard Project. With the amendment, the Option will now expire on the earlier of: (i) July 30, 2015; and (ii) 120 days following the later of (a) the date on which Columbus Gold has earned a 100% interest in the Paul Isnard Project and (b) July 25, 2013. Notwithstanding the foregoing, both the Original Agreement and the Amendment provide that EURO may reduce the aforementioned 120 day period to 60 days in order to accelerate the Option, and the Option will also expire if Columbus Gold fails to pay an annual Option maintenance fee.
In order to exercise the Option, Columbus Gold was originally required to (among other things) issue 12,865,600 common shares (each, a "Share") to EURO (the "Share Consideration"). The Share Consideration was subject to adjustment in the event that Columbus Gold issued equity at a price lower than a deemed issue price of $0.653 per Share (the "Deemed Price") prior to exercise of the Option, or if the 20-day volume weighted Share price at the time the Option is exercised is less than the Deemed Price. Columbus Gold recently completed a $5.5 million short-form prospectus offering bought-deal of 10,000,000 units at $0.55 per such unit, which caused the Deemed Price to fall to $0.55 and the Share Consideration to increase to 15,274,976 Shares. The adjustment to the Share Consideration is reflected in the Amendment, but the Amendment further reduces the Deemed Price to $0.45; consequently, a future equity financing is less likely to force an upward adjustment to the Share Consideration than under the Original Agreement.
In consideration of the Amendment, Columbus Gold has agreed to issue 650,000 Shares to EURO. Additionally, for the 12 month period following the Amendment, Columbus Gold has agreed to spend the lesser of (i) 70% of its consolidated total exploration expenditures and (ii) $3 million on the Paul Isnard Project. Additional terms of the Original Agreement are materially unchanged from those previously disclosed by Columbus Gold.
The Amendment is subject to approval by the TSX Venture Exchange.
About Columbus Gold
Columbus Gold is a gold exploration and development company operating in French Guiana and Nevada. In French Guiana, Columbus Gold controls a 100% beneficial interest in the Paul Isnard gold project, which hosts a 43-101 compliant 1.9 million ounce inferred gold resource with substantial expansion potential. In Nevada, Columbus is a prolific project generator focused on advancing projects either through earn-in agreements to industry partners or on its own where exploration risk is minimized and potential is particularly promising. Columbus Gold's President, Andy Wallace has a long and successful history of gold discovery and mine development. Columbus currently has 10 of its 27 strategically located gold projects in Nevada farmed-out to various mining companies.
ON BEHALF OF THE BOARD,
Robert F. Giustra, Chairman & CEO
This release contains forward-looking information and statements, as defined by law including without limitation Canadian securities laws and the "safe harbor" provisions of the US Private Securities Litigation Reform Act of 1995 ("forward-looking statements"), respecting the Option, the Amendment and the consideration due thereunder, and future exploration work at the Paul Isnard Project. Forward-looking statements involve risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by the forward-looking statements, including without limitation that the TSX Venture Exchange will not approve the Amendment; that Columbus Gold may or may not decide to exercise the Option; the ability to acquire necessary permits and other authorizations; the ability to locate sufficient prospectus and registration exemptions to allow Columbus Gold to issue Shares in connection with the Option exercise and the Amendment; that production may never occur at the Paul Isnard Project; environmental compliance; cost increases; availability of qualified workers and drill equipment; competition for mining properties; risks associated with exploration projects, mineral reserve and resource estimates (including the risk of assumption and methodology errors); dependence on third parties for services; non-performance by contractual counterparties; title risks; and general business and economic conditions. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including without limitation assumptions about: that the TSX Venture Exchange will approve the Amendment; that Columbus Gold will ultimately exercise the Option, and will have sufficient resources in order to do so; that the consideration underlying the Option will be roughly consistent to that expressed in this news release and will not be materially different due to adjustments that may be required as disclosed herein; that Columbus Gold will identify and employ prospectus and registration exemptions required in connection with share issuances due under the Option and Amendment; that Columbus Gold will hold necessary capital to make the cash payment due under the Option when and if due; that production may occur at the Paul Isnard Project; general business and economic conditions; the timing and receipt of required approvals; availability of financing; power prices; ability to procure equipment and supplies including without limitation drill rigs; and ongoing relations with employees, partners and joint venturers. The foregoing list is not exhaustive and Columbus Gold undertakes no obligation to update any of the foregoing except as required by law.
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.
- Paul Isnard