New Carolin Makes Agreement to Purchase Remaining 90% of Carolin Mine and Adjacent Ladner Gold Properties

New Carolin Gold Corp.

Metals & Mining

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New Carolin Makes Agreement to Purchase Remaining 90% of Carolin Mine and Adjacent Ladner Gold Properties

White Rock, B.C. / ACCESSWIRE / August 27, 2014 / New Carolin Gold Corp. (the "Company" or "New Carolin") (TSX-V: LAD) is pleased to announce that, subject to the approval of the Quebec Superior Court in the receivership proceedings of Century Mining Corporation ("CMC"), New Carolin has entered into an acquisition agreement with the receiver to the assets of CMC, acting on behalf of CMC (collectively the "Vendor"), to purchase the remaining 90% interest in the Carolin Mine and related mining properties in the Hope area of British Columbia, Canada known as the Ladner Gold Project for, at the Company's option, either

(a) the lesser of:

(i) 20,000,000 common shares in the capital of the Company; and

(ii) that number of common shares in the capital of the Company which immediately after issue and together with any other shares of the Company then held by the Vendor, if any, equal to 19.9% of the common shares in the capital of the Company then issued and outstanding; or

(b) the aggregate of the following:

(i) $1,500,000 in cash; and

(ii) at the option of the Vendor up to $250,000 in cash in consideration of the purchase of shares of the Company held by the Vendor either by the Company or by a third party acquiror to be identified by the Company, whichever the case, at a price of $0.10 per share; and

(iii) 5,000,000 common shares in the capital of the Company;

plus the Company

c) granting the vendor a 2% net smelter return in the project, of which may be repurchased in whole or in part at any time prior to the first anniversary of the closing for $2.25 million per percentage point;

d) an amount equal to 35% of the profits earned and received by New Carolin from the sale of gold obtained by New Carolin reprocessing the tailings presently existing on the property; and

e) assuming all obligations of the Vendor in respect of the Ladner Gold Project not expunged by a vesting order in CMC's receivership proceedings.

Completion of the purchase pursuant to the acquisition agreement is subject to the Company and the Vendor meeting certain closing conditions pursuant to the agreement, which include but are not limited to the following:

a) issuance of an approval and vesting order by the Quebec Superior Court in the CMC receivership proceedings approving the acquisition agreement and vesting the property in the Company;

b) the exercise by the Vendor of an option to purchase from a third party a remaining interest in the Carolin Mine with a view to transfer it to the Company at closing, and for which the issuance of an approval and vesting order from the Ontario Superior Court of Justice will also be requested;

c) the Company completing a $2,000,000 financing to fund further development of the project and the operations of the Company; and

d) the Company making certain arrangements with some of its creditors to extend due dates to at least July 15, 2015 and to settle at least $500,000 of its existing accounts payable; and

e) receipt of approval of the transaction from the securities regulators having jurisdiction, including the TSX Venture Exchange.

The Company is engaged in the evaluation and development of several gold properties collectively known as the "Ladner Gold Project". These properties are located in southwestern British Columbia, Canada and encompass the Carolin Mine, a former underground gold producer from 1982 - 1984, the Emancipation Mine (an intermittent small gold producer from 1916 - 1941), the Pipestem Mine (intermittent small gold producer from 1935 - 1937), and numerous other gold prospects situated along 18 kilometers of the under-explored Coquihalla Gold Belt.

"New Carolin has been working towards the consolidation of this significant gold district for a number of years and believes the property will one day yield a new major mining camp. Completing on this new agreement will give the Company 100% control of this exciting northwest trending gold belt, where five previous small mines operated over the past 100 years. The property not only has extensive infrastructure including proximity to rail, roads, power, ports, and manpower, but contains numerous gold showings along the 30 kilometer strike length with minimal historical exploration." commented Robert L. Thast, President and CEO of New Carolin. "We look to push forward on a near-term exploration and development program on the Ladner Gold Project, and to secure a strategic partner to further advance the project and hopefully bring it closer to a production scenario again."

Full terms of the new agreement and strategic direction of the Company will be announced following receipt of the approval and vesting order from the Quebec Superior Court and having been filed on Sedar.

About New Carolin Gold Corp.

New Carolin Gold is a Canadian-based junior company focused on the exploration, evaluation and development of our strategic 144 square kilometers of contiguous mineral claims, collectively known as the Ladner Gold Project. The project is a short drive from Vancouver, British Columbia, in the prospective and under-explored Coquihalla Gold Belt, which is host to several historic small gold producers including the Carolin Mine, Emancipation Mine, Pipestem Mine and numerous gold prospects. For further Company and technical information, please visit the Company's website at


"Robert L. Thast" / "Peter A. Ball"

President & Chief Executive Officer / Executive Chairman & Director

Phone: 778.294.3211

E-mail: [email protected] / E-mail: [email protected]


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 the accuracy of this press release. We seek Safe Harbor.

Not for distribution in the United States.

This news release may contain forward-looking statements that are based on the Company's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.


SOURCE: New Carolin Gold Corp.