Vancouver, BC / ACCESSWIRE / July 25, 2014 / NioGold Mining Corp. ("NioGold" or the "Company") (TSXV:NOX) (OTCQX: NOXGF) is pleased to announce that it has entered into a letter of intent with Osisko Gold Royalties Ltd. ("Osisko") pursuant to which Osisko will acquire, by way of private placement, 14 million flow-through common shares of NioGold at a price of $0.35 per share. In addition, Osisko will acquire, for an aggregate purchase price $150,000, NioGold's rights to repurchase a portion of the royalties on certain of NioGold's claims. Details of the transaction are as follows:
Osisko will acquire 14 million flow-through common shares of NioGold for total proceeds of $4.9 million to NioGold.
Osisko has indicated that, upon closing of this acquisition, Osisko will own 23,598,500 common shares of NioGold, or approximately 19.5% of NioGold's then issued and outstanding common shares. Osisko has further indicated that it will acquire these 14 million flow-through common shares of NioGold for investment purposes and, other than these shares, Osisko has no current intention to increase the beneficial ownership of, or control or direction over, additional securities of NioGold.
Purchase of Right to Repurchase Marban and Malartic Hygrade-NSM Royalties
Osisko will acquire, for $150,000, NioGold's rights to repurchase a portion of the existing royalties on the Marban block and Malartic Hygrade-NSM block, consisting of:
a.The right to repurchase for the price of $1,000,000:
i.0.25% NSR on the Marban claims
ii.0.5% NSR on the First Canadian claims
iii.1.0% NSR on the Norlartic claims
b.The right to repurchase for the price of $1,000,000:
i.1.0% NSR on the Malartic Hygrade-NSM claims
The definitive agreement for the transaction will also include the following key terms:
1.NioGold will relocate its head office to Montreal, Quebec
2.NioGold's board will be reconstituted to include two Osisko nominees, two NioGold nominees and one nominee to be jointly determined by Osisko and NioGold, for a total of five directors.
The transaction is subject to customary conditions, including the satisfactory completion of Osisko's due diligence on NioGold's assets, the negotiation and entering into by both parties of a definitive agreement and the receipt of regulatory approval from the TSX Venture Exchange. The common shares of NioGold issuable under the transaction will be subject to a 4 month hold period from the date of issue.
NioGold Mining Corporation - << On Canada's Golden Highway >>
NioGold Mining Corporation is a mineral exploration company focused on gold. The Company's flagship projects are located in the Cadillac - Malartic - Val-d'Or region of the prolific Abitibi gold mining district, Quebec. The Cadillac, Malartic and Val-d'Or mining camps have produced over 45 million ounces of gold since the 1930's and presently encompasses six producing gold mines including Osisko Mining's new Canadian Malartic operations. NioGold's land holdings within the Abitibi presently cover 130km2 and encompass four former gold producers, namely the Norlartic, Kierens (First Canadian), Marban and Malartic Hygrade mines that collectively produced 640,000 ounces of gold.
NioGold's experienced and qualified technical team are overseeing the advancement of these projects, targeting expansion of the resource base.
NioGold invites you to visit the company website at www.niogold.com.
For information on NioGold Mining Corporation contact:
Michael A. Iverson Dale Paruk
President & CEO Vice-President Corporate Development
[email protected] [email protected]
Tel: (604) 856-9887 Tel: (604) 510-4505
Toll-free: (877) 642-6200
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release includes "forward looking statements", as that term is defined in Section 27A of the Unites States Securities Act of 1933, as amended, and Section 21E of the United States Exchange Act of 1934, as amended, that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning the Company's intentions, plans, estimates, expectations or beliefs regarding the future. Although the Company believes that any forward looking statements in this news release are reasonable, there can be no assurance that any such forward looking statements will prove to be accurate. The Company cautions readers that all forward looking statements, including without limitation those relating to the Company's future operations and business prospects, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements.
Any forward looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward looking statements, or to update the reasons why actual events or results could or do differ from those projected in the forward looking statements. Except as required by law, the Company assumes no obligation to update any forward looking statements, whether as a result of new information, future events or otherwise.
CAUTIONARY NOTE TO U.S. INVESTORS
The United States Securities and Exchange Commission (the "SEC") permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We may use certain terms in this news release, such as 'measured resources', 'indicated resources' and 'inferred resources', which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. The news release may contain information about adjacent properties on which we have no right to explore or mine. U.S. investors are cautioned that mineral deposits on adjacent properties may not be indicative of mineral deposits on our properties.
SOURCE: NioGold Mining Corp.