TORONTO, ONTARIO--(Marketwired - Sept. 5, 2013) -
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Legend Gold Corp. (the "Company" or "Legend Gold") (TSX VENTURE:LGN) is pleased to announce that it has completed the acquisition of several exploration-stage properties located in Mali from Endeavour Mining Corporation ("Endeavour") (EDV.TO)(EVR.AX) and the acquisition of Corado Resources Corp. ("Corado"), a private Canadian company exploring in the Republic of Congo, by way of a three-cornered amalgamation involving Legend Gold, a wholly-owned subsidiary of Legend Gold, and Corado (together, the "Acquisitions"). The Acquisitions were originally announced on May 15, 2013 and updated in a subsequent news release on June 26, 2013. In connection with the Acquisitions, the Company has closed a non-brokered private placement raising gross proceeds of $6,298,120.
Douglas Perkins, President and Chief Executive Officer of Legend Gold stated, "This is a tremendous deal for Legend Gold shareholders as it strengthens the balance sheet through the financing, provides exposure to a suite of dynamic exploration properties with country and metal diversification, and strengthens our management team with the addition of Demetrius Pohl, Eric Hanssen and Steve Olson, all of whom have worked in Africa for the past 25 years. It also adds Endeavour as a significant shareholder."
As originally announced on September 4, 2013, the Company completed the consolidation of its issued and outstanding common shares (the "Consolidation") on the basis of six pre-Consolidation common shares for each one post-Consolidation common share. The Consolidation was approved by the Company's shareholders at its annual and special meeting held on June 20, 2013. The letter of transmittal in connection with the Consolidation was mailed to registered shareholders of the Company on September 4, 2013. All information with respect to common share numbers and issue prices in this press release is presented on a post-Consolidation basis.
Summary of Transaction
Pursuant to a share purchase agreement dated July 26, 2013 (the "Share Purchase Agreement") between Legend Gold, Legend Mali Holdings (BVI) Inc. ("Legend Mali"), Endeavour and Endeavour Exploration Ltd. ("Endeavour Exploration"), Legend Gold acquired, through its wholly-owned subsidiary Legend Mali, all of the issued and outstanding shares of (i) Etruscan Mali SARL, a corporation governed by the laws of Mali ("Etruscan Mali"), (ii) Etruscan Resources Mali SARL, a corporation governed by the laws of Mali ("Etruscan Resources"), and (iii) Etruscan Resources Cayman Mali Ltd., a corporation governed by the laws of the Cayman Islands ("Etruscan Resources Cayman" and, collectively with Etruscan Mali and Etruscan Resources, the "Etruscan Companies") (the "Endeavour Acquisition").
Pursuant to the terms of the Share Purchase Agreement, Legend Gold has issued 5,000,000 common shares of Legend Gold and made a cash payment of $750,000 out of the proceeds of the Private Placement to the direction of Endeavour Exploration (200,000 of which shares have been issued directly to a service provider of Endeavour) as consideration for the Endeavour Acquisition, as a result of which Endeavour, through a wholly owned subsidiary, currently owns 10.17% of the common shares of Legend Gold. An additional 5,000,000 common shares (the "Holdback Shares") of Legend Gold will be issued to Endeavour's subsidiary upon the completion of the transfer registration for the Diba Permit, which is currently in process.
As a result of the Acquisitions and the completion of the Private Placement (as defined below), upon the issuance of the Holdback Shares, Endeavour, though its subsidiary, will own 9,800,000 common shares of Legend Gold at a deemed price $0.30 per share, which represents approximately 18.77% of the issued and outstanding common shares of Legend Gold. Endeavour's acquisition of these securities is for investment purposes and it has no present intention of acquiring further securities of Legend Gold, although it may in the future acquire or dispose of securities of Legend Gold, through the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the full report required to be filed under securities legislation in respect of this acquisition of securities will be filed under Legend Gold's profile on www.sedar.com.
Summary of Certain Scientific and Technical Information
The portfolio being acquired through the purchase of the Etruscan Companies includes 10 exploration licenses and one permit application in Mali (1,043.2 square kilometers), including the Diba exploration permit (the "Diba Permit") covering the Diba gold property (the "Diba Property"). The Diba Permit area has an inverse-L shape, measuring about 9.5 km from north to south, and about 4.5 km to 7 km from west to east. In total, the Diba Property covers 83.1 km2 and is located in the Kayes region, 450 km west-northwest of Bamako, the capital city of Mali, and 80 km south-southwest of Kayes, the regional capital.
On June 3, 2002, JM&B Mining SARL ("JM&B"), a Malian company, entered into a Mining Convention with the Republic of Mali. The Mining Convention was valid for 30 years. The Republic of Mali is entitled to a 10% free-carried interest in the future exploitation company, with a right at a later time to acquire a further 10% for a cost at the Republic of Mali's discretion. The Diba Permit was originally issued on February 21, 2005 to JM&B for a period of three years and was renewed effective March 23, 2008 for another three years.
At the time of this first renewal, 50% of the permit area had to be abandoned in accordance with Malian regulations. Subsequently, effective February 21, 2012, the Diba Permit was renewed for another two years and will expire finally on February 21, 2014. The Diba Permit cannot be further renewed, other than for a one-year extension for the purpose of finalizing a feasibility study. However, the granting of such extension by the Minister of Mines of Mali is entirely discretionary. At the time of the second renewal of the Diba Permit, the Minister of Mines allowed the area to remain at the original extension, and no 50% area reduction was effected.
As a result of the 2005-2007 exploration program, a 2.5 km long and 300 m to 500 m wide anomalous zone was outlined, where the presence of gold mineralization was confirmed through geochemical sampling, and auger and rotary-air-blast ("RAB") drilling. Following additional reverse circulation ("RC") and diamond drilling on the south-eastern end of the anomalous zone, a series of stacked, mineralized lenses were identified and have been followed by core drilling for about 800 m along a NNE-SSW strike, and for up to about 300 m down-dip.
Based on this data, a National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") compliant mineral resource estimate was prepared. At a 0.5 g/t Au cut-off, the estimated mineral resources total 6.3 million tonnes ("Mt") Indicated mineral resources averaging 1.35 g/t Au, and 0.7 Mt Inferred mineral resources averaging 1.40 g/t Au.
Detailed drilling at the Diba Property has focused to date on the south-east portion of the Diba geochemical anomaly zone. A one-year, follow-up exploration program is recommended at the Diba Property, with the following purposes:
Phase I - Identification of Additional Targets
- Geophysical exploration (induced polarization/resistivity and ground magnetometric surveys) on the NW and W geochemical anomalies (NW and W zones): 10 line-km. The purpose of this program is to identify disseminated sulphide mineralization below the weathered portion of the deposit, and to identify fault zones that could eventually control and/or disrupt the continuity of the mineralization.
- Drilling on the NW geochemical anomaly (NW zone): 4,000 m RC drilling (approximately 25 holes with 160 m average length).
- Drilling on the W geochemical anomaly (W zone): 1,000 m RC drilling (approximately six holes with 160 m average length).
- Diamond drilling (including twin drilling of RC holes): 1,600 m (approximately 10 holes with 160 m average length).
Geology and Deposit Type
Gold mineralization is considered to be a sediment-hosted, disseminated epigenetic, replacement-type deposit. The mineralized zones have been interpreted to be a series of 10 stacked lenses constructed on the basis of grade shells that conform to interpreted geological orientations, with relatively restricted continuity along strike and at depth.
The principal deposit model for exploration in the project area is the Sadiola gold mine, located about 20 km north of the Diba Property. However, the Sadiola deposit occurs in rocks assigned to the Kofi Formation, whereas the Diba discovery occurs in rocks assigned to the Kéniébandi Formation. Until the discovery at the Diba Property, no significant gold deposits had been recognized in the Kéniébandi Formation of western Mali. The gold-bearing deposits located along second- or higher-order shears associated with the Senegal-Mali shear zone are considered to be representative of the orogenic gold deposit type, developed along strike-slip fault systems linked to late-stage, non-orthogonal, orogenic crustal growth. This orogenic gold model is appropriate for orienting exploration activities at the Diba Property.
A combined total of 531 core, RC, and RAB drill holes (31,697 m) have been completed on the Diba deposit. Drilling was undertaken from 2006 to 2008.
Initial core drilling focused on the high-grade RAB intersections within the south-eastern end of the gold geochemical anomaly. Nearly all diamond-drill holes were drilled with 270° azimuth and 60° dip, following E-W-oriented lines in the south-eastern end of the Diba geochemical anomaly. Most RC holes were drilled with similar orientation. The line spacing was 50 m on average, and even less between drill holes.
Sampling and Analysis
Samples were collected over 1 m to 2 m intervals. Core was split using a diamond saw, and RC samples were collected by riffle-splitting.
Abilab Afrique de l'Ouest SARL ("Abilab"), of Bamako, was in charge of sample preparation and analyses on all core samples, and also on portions of the RAB and RC sampling. In order to improve the turn-around time, a second laboratory, Analabs (a subsidiary of SGS Limited), located in Kayes, was used for portions of the RAB and RC sampling.
Sample preparation consisted of drying, crushing to 70% passing -2 mm, riffle-splitting and pulverization to 85% passing -0.075 mm. Pulverized samples were assayed for Au by fire assay with atomic absorption spectroscopy finish. Both Abilab and Analabs had implemented appropriate quality control procedures, which included the use of certified reference materials, duplicates and blanks. AMEC visited the ALS Laboratory (formerly Abilab) in Bamako, and observed that the laboratory is well equipped and managed, and appears to be able to produce reliable results.
While in the Diba camp, samples were kept at a secured space. Samples were transported to the laboratory either directly by Abilab personnel using laboratory trucks, or by company personnel to Analabs on company trucks. In either case, an adequate chain-of-custody procedure was followed.
AMEC performed a site visit, during which the position of five drill-hole collars were verified in the field against the database locations. No significant differences were observed.
A comparison of the down-hole survey database entries for azimuth and dip for eight drill holes were compared to the original survey certificates. There were no differences in the dip values, and all the database azimuth values had -7° difference relative to the original values, corresponding to the correction applied for magnetic declination.
AMEC also reviewed the down-hole survey database, where 96 holes appear to have been down-hole surveyed in a total length of 12,489 m (78.0% of the total drilled meterage). The remaining apparently non-surveyed meterage corresponds to 61 relatively-shallow drill holes, with maximum lengths not exceeding 60 m, which did not require being down-hole surveyed due to the unlikely occurrence of significant deviations in such short distances.
AMEC compared the database entries of three lithology attributes (rock type - RT, weathering - WE and oxidation - OX) with the information originally recorded in the logs for seven drill holes. The error rates were 0.2% for RT, 0.2% for WE and 0.0% for OX, which are deemed as acceptable.
AMEC compared the gold values included in four official assay certificates in .pdf format with the corresponding database entries. In total, there were 658 valid entries. AMEC did not identify any errors in the entries.
AMEC reviewed the geological interpretation on 25 irregularly-spaced (10 m to 70 m), E-W-oriented cross-sections that included color polygons representing Au grade shells, instead of lithology or other features, due to the monotonous composition of the sequence. AMEC selected three drill holes, and checked the logging sheets to confirm the accuracy of the descriptions. AMEC recognizes that data recorded in the logs generally respect the observed core features. The grade-shell model has been diligently constructed in conformance to industry standards practices, the interpretation being consistent with the known characteristics of this deposit type.
During the 2006-2008 drilling campaign, a quality control protocol was implemented that included the insertion of twin samples, field duplicates, standard reference materials and coarse blanks. This protocol allowed monitoring on real time precision, accuracy and possible contamination. AMEC processed the quality control data, and concluded that sampling precision, accuracy and possible contamination were within acceptable limits.
As a result of the data verification exercise, AMEC was of the opinion that the Project database and the assay data were sufficiently reliable to be used for mineral resource estimation.
Five composited pulp samples were selected from the Diba deposit in order to conduct a limited metallurgical test. The selection included two oxide samples, one transition sample and two sulphide samples from five drill holes from the 2006 campaign, distributed across the deposit area. These samples, weighing approximately 200 g each, had been pulverized to 85% passing 0.075 mm.
A standard, 48-hour bottle-roll test was conducted for a preliminary assessment of the leachability of the mineralized material at the metallurgical laboratory of Avion Gold's Tabakoto mine. Preliminary results from bottle-roll analysis of composited pulp samples from the Diba deposit yielded good recoveries of oxide material (91.9% to 94.3%) and transition material (94.2%), and lower (although still good) recoveries for sulphide material (75% to 87.5%).
The selected intervals represent a reasonable approximation to the sample variability and representativity across the deposit. Nevertheless, as the samples had been pulverised prior to analysis, these tests only give an indication of recovery based on the relative particle size of the samples received. The tests did not include the analysis of deleterious elements.
Mineral Resource Estimate
The mineral resource estimate is based on data from 157 drill holes, including core and RC holes, totalizing 16,011 m and a database containing gold assay values of 13,882 samples. Gold grades were estimated using ordinary kriging ("OK") and inverse of the distance to the third power ("ID3").
The resource estimate was made in a three-dimensional block model utilizing the commercial geological and mining software Gemcom Gems™. AMEC used a 0.30 g/t Au threshold as the lower grade limit for modelling grade shells, which were based on the interpretation of stacked mineralized lenses. The nominal average sample lengths of 1 m for the core holes and 1.5 m for the RC holes were regularized to 2 m composites, starting from the drill hole collar and down the hole. Composites with length smaller than 0.5 m were removed from the dataset. The 2 m length was selected as a compromise between the conceptual 5 m x 5 m x 2 m selective mining unit size, and the minimum grade shell width of 3 m.
Top-cutting was done on original sample assay values. Of the 13,882 assay results available within the drilling database, there were 3,174 values within the grade shells. In total, AMEC capped 112 assay values prior to compositing. Capping was applied to 56 assays located inside the four groups of grade shells and also to 56 assays located outside the shells.
To calculate block tonnages, AMEC assigned bulk density values of 1.8 g/cm3, 2.2 g/cm3 and 2.7 g/cm3 to the saprolite, transition and fresh rock blocks, respectively.
OK was used to estimate blocks located inside the grade shells and ID3 to estimate blocks located outside the shells. Grade was estimated in three passes with incremental radii search ellipsoids.
Based on the continuity of the grade shells, and the continuity of the grade inside the shells, AMEC classified the blocks as Indicated and Inferred. The Indicated blocks are the blocks estimated during Passes 1 and 2 and within 50 m of a composite. All the remaining blocks, either estimated in Pass 3 or not classified as Indicated, were grouped in the Inferred category.
AMEC assessed the resource model for reasonable prospects of economic extraction by applying preliminary economics for open pit mining methods to the Indicated and Inferred blocks. AMEC used Lerchs-Grossmann (LG) implemented in Whittle™ software to obtain optimal conceptual pit shell used to constrain the blocks to be reported as mineral resources.
The parameters used in the pit shell optimization were provided by Endeavour, and are tabulated as follows:
Optimization Parameters for Open Pit Resource Shell
|Slopes angles (º)||37|
|Mining Recovery (%)||95|
|Base Mining Cost (US$/t)||1.75|
|Process cost (US$/t)||10.0|
|Process Recovery (%)||96.0|
|Gold Price (US$/oz)||1,500|
|Freight, Insurance, Refining ($/oz)||5.0|
Endeavour based the parameters used for the pit optimization on its operating experience with similar mines in West Africa. The pit slope angle of 37° corresponds to the value for saprolite material in two Endeavour operating mines, where the pit slope angle for transition to fresh rock is also 50°. For the Diba deposit, an overall angle of 37° was used through the entire block model. Mining recovery and dilution were based on assumptions from similar Endeavour mines in West Africa. Mine, processing and general and administrative costs used represent values from Endeavour mines that were benchmarked to the scale and context of the potential Diba operation. Gold is the only source of revenue considered for this open-pit scenario.
AMEC has reviewed the assumptions provided and considers them reasonable given the current state of the Diba Project knowledge. However, as more detailed site-specific metallurgical, geotechnical, environmental and engineering data become available, these assumptions are likely to change.
Mineral Resource Statement
The mineral resources were classified in accordance with the 2010 CIM Definition Standards for Mineral Resources and Mineral Reserves. Mr. Nicolas Pizarro, P.Geo., an AMEC employee, is the Qualified Person for the estimate. The estimate has an effective date of June 30, 2013. Mineral resources are reported within a LG pit shell and are reported to a base-case grade cut-off of 0.5 g/t Au. The gold price of US$1,200/oz used in the determination of the base case cut-off grade for the resource estimate is currently below the current spot trading price (US$1,300), and well below the three-year trailing average price (US$1,550).
The table below presents a range of cut-off grades to show the sensitivity of the estimate variations in cut-off grades:
Mineral Resource Statement Showing Sensitivity to Cut-Off Grade Variations*
- Mineral resources have an effective date of 30 June 2012. The qualified person for the mineral resources is Nicolas Pizarro, P.Geo. and an employee of AMEC.
- There are reasonable prospects for economic extraction by constraining the estimates within a conceptual economic open pit shell constructed using a long-term gold price of US$1500/oz, slopes angles of 37 degrees, mining recovery of 95%, dilution of 5%, mining costs of US$1.75/t, process costs of $10/t, process recovery assumptions of 96%, general and administrative costs of US$7/t, a royalty assumption of 5% (current information is that the royalty is actually 6%), and freight, insurance and refining costs of US$5/oz.
- The gold price (US$1,200/oz) used in the estimate of the base case cut-off grade for the resource estimate is currently below the current spot trading price (US$1,300), and well below the three-year trailing average price (US$1,550).
- Tonnages are reported in metric units and grades in grams per tonne. Tonnages are rounded to the nearest thousand tonnes; grades are rounded to two decimal places.
- Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content.
The foregoing is a summary only. The NI-43-101 technical report on the Diba Project will be filed on SEDAR. The NI 43-101 technical report will be authored by Armando Simon, P.Geo. and Nicholas Pizarro, P.Geo. These Qualified Persons have verified the data in this news release that pertain to the technical report.
Summary of Certain Financial Information
The following unaudited balance sheet for each Etruscan Company was prepared by management of Endeavour:
|Etruscan Resources||Etruscan Mali||Etruscan Resources|
|Cayman Mali Ltd.||SARL||Mali SARL|
|July 31,||July 31,||July 31,|
|Opening Retained Earnings||(1,141,345)||(486,858)||(3,698,315)|
|Ending Retained Earnings||(1,146,444)||(15,374)||(110,355)|
Summary of Transaction
Pursuant to a combination agreement dated June 6, 2013 (the "Combination Agreement") between Legend Gold and Corado, Legend Gold will acquire 100% of the issued and outstanding securities of Corado through the amalgamation of Corado with Legend Gold's wholly-owned subsidiary, 0971750 B.C. Ltd. (the "Corado Combination").
Pursuant to the terms of the Combination Agreement, Legend Gold has issued an aggregate of 6,757,797 common shares of Legend Gold to the shareholders of Corado as consideration for the Corado Combination. There are currently 1,857,796 common share purchase warrants of Corado ("Corado Warrants") issued and outstanding (1,517,796 Corado Warrants are exercisable at a price of $0.50 and expire on April 4, 2015 and 340,000 Corado Warrants are exercisable at $0.56 and expire on April 5, 2018). Pursuant to the Combination Agreement, holders of Corado Warrants are entitled to receive, in lieu of the number of common shares of Corado to which such holder is entitled, common shares of Legend.
As a result of the Acquisitions and the completion of the Private Placement, Corado shareholders as a group own approximately 13.1% of the issued and outstanding common shares of Legend Gold.
Summary of Certain Scientific and Technical Information
The portfolio being acquired from Corado includes two non-contiguous mineral exploration licenses, Kingouala (the "Kingouala License") and Renéville (the "Renéville License" and, together with the Kingouala License, the "Congo Licenses"), in the Pool Department, Republic of the Congo. The Kingouala License covers 681 km2 and lies 110 km west of Brazzaville and the Renéville License covers 270 km2 about 50 km northwest of Brazzaville.
The Congo Licences cover a thick, gently deformed, sequence of clastic redbed, shale and carbonate sequences of the Niari Basin, which is part of the Neoproterozoic West Congolian Supergroup. Bedrock exposures are sparse due to intense tropical weathering. The Niari Basin has had a long history of small scale copper exploration and mining. There has been no recorded exploration activity or mineral discoveries on the areas covered by the Corado Licenses since 1985, when the Bureau de Recherches Géologiques et Minières completed a regional prospecting program. Corado's exploration work, which commenced in 2008, included the collection of more than 12,000 soil and rock samples, excavation of 2,150 hand prospect pits, induced polarization surveys, and the completion of 11 diamond drill holes. The work has identified three discrete trends of anomalous Cu, Pb, Zn, and Ag in soil samples. Corado's prospecting pits suggest that many of the soil anomalies formed above laterite enriched in manganese and base metals in the lower 'C' soil horizon and lateritic-weathered bedrock at the Kikompa-Ngouma trend, the Nkabi area and the Piémé-Moutélé trend on the Kingouala License. The ultimate source of the base metals has yet to be identified. Drill holes completed in 2013 failed to intersect significant mineralization, and failed to explain the source of anomalous metal values in soil and pit samples.
The Kikompa-Ngouma trend consists of clusters of Pb, Zn and Cu soil anomalies discontinuously along a strike length of 8 km. Samples of weathered bedrock collected from hand dug pits have returned values ranging from background to 18% Pb, 4400 ppm Zn, 8320 ppm Cu, and 939 ppm Ag. The alignment of anomalous soil and rock values along north-northeasterly trends parallel to the regional fold axes and fault patterns suggest structural and/or stratigraphic control of the anomalies.
Samples of weathered rock collected from hand-dug pits at the Nkabi area have yielded values ranging from background to 3830 ppm Cu, 1.3% Pb, 1.6% Zn, and 79 ppm Ag. An anomalous structural trend of WNW-ESE could indicate proximity to a mineralizing fault or fold axis.
The Piémé-Moutélé trend displays sporadic Cu anomalies in soil and pit samples along a distance of more than 10 km. Regional geological relationships suggest the anomalies are structurally controlled; local structural and stratigraphic relations suggest a prospective limestone horizon may lie at depth below the surface geochemical anomalies. The geological setting of the Congo Licenses is considered favorable for polymetallic, base metal mineralization of a style similar to a Cu-rich variant of MVT-style deposits exemplified by Kipushi, Tsumeb and Dikulushi. These are high-grade, steeply dipping, pipe-like or vein-like ore deposits hosted in carbonate rocks with no associated igneous activity, minimal surface expression and a distinctive suite of associated elements: Ag, As, Ba, Bi, Cd, Co, Ga, Mo, Pb, V, and Zn.
The Renéville License includes the Renéville mine which has been sporadically active or explored from 1909 through the 1970's. At present, the Renéville prospect consists of a number of shallow, open cuts, pits and trenches scattered over an area about 600 m x 400 m, the largest of which, the Indus pit, is about 100 m long. Blocks of high grade copper mineralization, consisting of chalcocite, chrysocolla, dioptase, and cuprite in veinlets and breccia cement were encountered by Corado geologists downslope of the Indus workings. About 200 m to the north in the Amelie zone, oxide copper mineralization occurs as fracture fillings in massive and thin-bedded limestone. Several historic drill holes into this area apparently did not encounter significant mineralization. Corado's sampling work has identified rock samples ranging from background to 24% Cu.
Between 2008 and mid-2011, Corado carried out soil sampling and ground geophyiscs over much of the license area and defined additional Cu-Pb-Zn anomalies at Renéville SW and Renéville NW. Additionally, the geophysics defined a large SP anomaly about 500 m west of the Renéville mine.
The Renéville Southwest prospect lies about 5 to 8 km SW of Renéville. It is defined by anomalous soil samples ranging from above-background levels of 1 ppm Ag, 125 ppm Pb, 100 ppm Zn, and 45 ppm Cu up to anomalous levels of 427 ppm Pb, 352 ppm Zn, and 854 ppm Cu in several ENE-WSW trending zones. Several thin gossan horizons in limestones lie to the north of the soil geochemical anomalies and have yielded values up to several thousand ppm Pb.
The foregoing is a summary only. The NI-43-101 technical report on the Congo Licenses will be filed on SEDAR. Harmen J. Keyser, P.Geol. (NWT), a Qualified Person as defined in NI 43-101, has reviewed and approved the technical data on the Congo Licenses contained in this news release.
Summary of Certain Financial Information
The following unaudited consolidated interim balance sheet of Corado was prepared by management of Corado:
|March 31,||June 30,|
|Total current assets||255,816||31,236|
|Exploration and evaluation assets||202,827||52,827|
|Total non-current assets||234,702||52,827|
|Accounts payable and accrued liabilities||$||621,934||$||247,584|
|Share subscriptions received||557,339||-|
|TOTAL LIABILITIES AND EQUITY||$||490,518||$||84,063|
Private Placement and Creation of New Control Person
In connection with the Acquisitions, the Company completed a non-brokered private placement of 20,993,733 units of the Company ("Units") at an issue price of $0.30 per Unit for aggregate gross proceeds of $6,298,120 (the "Private Placement"). Each Unit consists of one common share of the Company (each, a "Common Share") and one common share purchase warrant of the Company (each, a "Warrant") entitling the holder to subscribe for an additional Common Share at a price of $0.55 for a period of five years from the date of the closing of the Private Placement. If, during any period of 20 consecutive trading days commencing after four months from the closing date of the Private Placement, the average closing price of the Common Shares on the TSX Venture Exchange is not less than $0.75 per Common Share, the Company shall have the right (but not the obligation) to give notice to the holders of the Warrants (within five business days following such 20 consecutive trading days) that the expiry of the Warrants has been accelerated to the date specified in such notice, which date shall not be less than 30 days after the date of such notice.
The Company issued 1,052,450 Units to an affiliate of Sprott Inc. ("Sprott") as a finder's fee in connection with the Private Placement.
Certain affiliates of Sprott acquired Units under the private placement and, as a result, Sprott now controls over 10,240,000 Common Shares and 10,240,000 Warrants, representing approximately 28.25% of the Company's issued and outstanding common shares on a partially diluted basis. Accordingly, Sprott has become a Control Person of the Company under the policies of the TSX Venture Exchange. The creation of a new Control Person of the Company was approved by the written consent of a majority of disinterested shareholders of the Company on July 11, 2013.
Sprott is a leading independent asset manager dedicated to achieving superior returns for its clients over the long term. Sprott currently operates through four business units: Sprott Asset Management LP, Sprott Private Wealth LP, Sprott Consulting LP, and Sprott U.S. Holdings Inc. Sprott Asset Management is the investment manager of the Sprott family of mutual funds and hedge funds and discretionary managed accounts; Sprott Private Wealth provides wealth management services to high net worth individuals; and Sprott Consulting provides management, administrative and consulting services to other companies. Sprott U.S. Holdings Inc. includes Sprott Global Resource Investments Ltd., Sprott Asset Management USA Inc., and Resource Capital Investments Corporation. Sprott is headquartered in Toronto, Canada, and is listed on the Toronto Stock Exchange under the symbol "SII". For more information on Sprott, please visit www.sprottinc.com.
All of the Common Shares and Warrants issued pursuant to the Private Placement, including for the avoidance of doubt the Common Shares and Warrants underlying the Units issued to an affiliate of Sprott as a finder's fee, are subject to a private placement hold period of four months and one day from the date of issue.
Management and Board of Directors Changes
The Company has also strengthened its board of directors and management team through the addition of several key personnel. The current directors of Legend Gold, Douglas Perkins, Scott Hand and Terence Ortslan, welcome Michael Winn and Brian Bayley to the board of directors of Legend Gold.
Messrs. Waldie and Guindo have resigned from the Board of Directors of the Company. Legend Gold thanks Messrs. Waldie and Guindo for their respective contributions as directors of the Company.
Michael Winn, Non-Executive Chairman. Mr. Winn is currently President of Seabord Capital Corp. Seabord provides investment analysis and financial services to companies operating in the oil & gas mining, and energy sectors. Prior to starting Seabord in January 2013, Michael was President of Terrasearch Inc. (1997 to 2012). Mr. Winn also worked as an analyst for a Global Resource Investments Ltd., a Southern California based brokerage firm, where he was responsible for the evaluation of emerging oil and gas and mining companies. Mr. Winn has worked in the oil and gas industry since 1983 and the mining industry since 1992 and is also a director and officer of several companies operating in Canada, Latin America, Europe and Africa. Mr. Winn received a B.S. in geology from the University of Southern California.
Brian Bayley, Director. Mr. Bayley has been the President of Ionic Management Corp., a private management company, since December 1996. Mr. Bayley previously held the following positions with Sprott Resource Lending Corp.: Resource Lending Advisor from September 2010 to June 2013; Director from June 2003 to July 2013; President and Chief Executive Officer from May 2009 to September 2010; Co-Chairman from January 2008 to May 2009; Chief Executive Officer from June 2003 to March 2008; and President from June 2003 to January 2008. Mr. Bayley is also a director and officer of several other public companies. He has held active senior management positions in both private and public natural resources companies and has over 30 years of public issuer experience, both as an officer and a director. Mr. Bayley holds an MBA from Queen's University.
The following individuals have also joined Legend Gold:
Demetrius Pohl, Vice President Exploration. Dr. Pohl is a consulting economic geologist who began his career in the West Australian nickel fields where he is credited with discovering the Dordie North nickel deposit for Anaconda Mining Inc. Since then, Demetrius has worked for several major mining companies, including Esso Minerals, Chevron and BHP Billiton Ltd. in Australia, South America, and Africa where he was responsible for project generation, primarily for gold but also for base-metals. Demetrius was involved in the early identification and development of the Syama, Sadiola and Morila gold mines in Mali, Golden Pride in Tanzania, Essakan in Burkina Faso and Tongon in Cote d'Ivoire. Demetrius started a private exploration company, Sanu Resources Inc., in 1997, which went public in 2003 and in 2006 discovered the 30Mt Hambok massive sulfide copper zinc deposit in Eritrea. Sanu was merged into NGEx Resources Inc., a Lundin Mining Corporation group company, in 2008. Demetrius is currently a director of Rhyolite Resources Inc., acts as a Qualified Professional for Iron Creek Capital Corp. and Atico Mining Corporation and is on the Advisory Board of Indigo Exploration Inc. Demetrius' other experience, after obtaining his Ph.D. in geochemistry from Stanford University, includes research on epithermal 'bonanza' silver deposits in Peru at the American Museum of Natural History in New York, where he held and position of Assistant Curator and teaching at Columbia University as an adjunct professor in economic geology.
Eric Hanssen, Manager, West Africa. Mr. Hanssen graduated with a Ph.D from the University of Leuven, Belgium in 1981. Eric has over 30 years of experience in exploration in North and West Africa. Eric spent six years teaching mining geology and geochemistry at the University of Constantine in Algeria, where he was also involved in research on the geology of goissans and carbonate hosted lead zinc deposits. Eric is actively exploring for gold in West Africa since 1990 when he joined the BHP Billiton Ltd. exploration team in Mali. He was initially involved in exploration around the Syama deposit and subsequently in different exploration projects in Mali, Ghana, Ivory Coast and Burkina Faso including Syama, Loulo, Yalea, Agbaou, Essakane and Wa. Eric joined IAMGOLD Corporation in 1997 leading the deep sulphide drilling at the Sadiola deposit in Mali and was involved in the acquisition of the Yatela deposit. Eric remained the Mali exploration manager to the end of 2004. Since 2005, Eric was the IAMGOLD West Africa exploration manager based out of Dakar, Sénégal. As General Manager Exploration for Africa, Eric has been driving the IAMGOLD exploration effort expanding into Mali and Burkina Faso.
Steve Olson, Manager, Central Africa. Mr. Olson received his B.S. in Geology from the University of Minnesota, Duluth, and his Ph.D. from Stanford University. For his thesis, Steve studied the geology around the Potrerillos porphyry copper deposit, and was closely involved in the discovery of the thrust-fault offset portion of that deposit. Early in his career, Steve worked for Anaconda Minerals in both the Stillwater Complex in Montana, and in the Farewell district in the Alaska Range, and with Gold Fields Mining Corporation in the western United States. Steve joined BHP-Utah Minerals in 1985, where he spent 12 years working in South America, Africa, and Asia. During his tenure with BHP, Steve was the principal mine geologist at the Syama gold mine, and the manager of Tanzanian projects during the definition of the Mabangu (now Golden Pride) gold deposit. After leaving BHP, he joined Sanu Resources Ltd. as a consultant, where he was involved in the discovery of the Hambok massive sulfide deposit in Eritrea, and the startup of exploration projects in Morocco and Republic of the Congo.
Pursuant to the policies of the TSX-V, the Acquisitions are "fundamental acquisitions" and accordingly, pursuant to such policies, the common shares of Legend Gold were halted from trading on the TSX-V pending receipt and review by the TSX-V of acceptable documentation regarding the Acquisitions. Legend Gold anticipates trading will resume, on a post-Consolidation basis, shortly and that a notice announcing the exact timing of the resumption of trading will be circulated by the regulators following the dissemination of this press release.
After completion of the Acquisitions and the Private Placement (including, for the avoidance of doubt, the issuance of the Units to Sprott as a finder's fee in connection with the Private Placement), the number of issued and outstanding common shares of Legend is 52,209,201.
About Legend Gold
Legend Gold is a mineral exploration and development company focused on exploring for gold in the Republic Of Mali, West Africa. Legend Gold's five main projects are the Lakanfla, Mougnina, Tiekoumala, Kata, and Mogoyafara projects. In recent years, Legend Gold has made significant gold discoveries on the Tiekoumala project located in Southern Mali, and the Lakanfla project located in Western Mali. Please visit Legend Gold's website www.legendgold.com to view project details.
This press release has been prepared by Legend Gold Corp. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; the timing and costs of future exploration activities on the Company's properties; success of exploration activities; permitting time lines and requirements; time lines for technical reports; planned exploration and development of properties and the results thereof; and planned expenditures and budgets and the execution thereof. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as "plans", "expects" or "does not expect", "is expected", budget", "scheduled", "suggest", "optimize", "estimates", "forecasts", "intends", "anticipates", "potential" or "does not anticipate", believes", "anomalous" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". In making the forward-looking statements in this news release, the Company has applied several material assumptions, including, but not limited to, that the current exploration and other objectives concerning its mineral projects can be achieved and that its other corporate activities will proceed as expected; that the current price and demand for gold will be sustained or will improve; that general business and economic conditions will not change in a materially adverse manner; the continuity of the price of gold and other metals, economic and political conditions and operations. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information.
Such risks and other factors include, among others, risks related to the availability of financing on commercially reasonable terms and the expected use of proceeds; operations and contractual obligations; changes in exploration programs based upon results of exploration; future prices of metals; availability of third party contractors; availability of equipment; failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; environmental risks; certainty of mineral licenses; community and governmental relations; delays in obtaining governmental approvals or financing; fluctuations in mineral prices; the nature of mineral exploration and mining and the uncertain commercial viability of certain mineral deposits; the Company's lack of operating revenues; governmental regulations and the ability to obtain necessary licenses and permits; changes in environmental laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may increase costs of doing business and restrict operations; risks related to dependence on key personnel; and estimates used in financial statements proving to be incorrect; as well as those factors discussed in the Company's public disclosure record. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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