Earn-in, Option and Joint Venture Agreement
NEWS RELEASE
CSE: CAT
202-905 W. Broadway, Vancouver, BC V5Z 4M3
CHIMATA GOLD ENTERS INTO DEFINITIVE EARN-IN, OPTION AND JOINT VENTURE AGREEMENT
WITH EMGOLD MINING CORPORATION ON ITS TROILUS NORTH PROPERTY
Vancouver, BC, June 28, 2018 – Chimata Gold Corp. (CSE: CAT) (“Chimata” or the “Company”) is
pleased to announce that it has entered into a definitive option, earn-in, and joint venture agreement
(the “Definitive Agreement”) with Emgold Mining Corporation ("Emgold"; TSXV: EMR) giving Emgold
the right to acquire up to a 100% interest in the Troilus North Property. As part of the Definitive
Agreement, Emgold will issue 2.0 million common shares from its share capital to Chimata and is
proceeding with its First Option, as defined below, to acquire an 80% interest in the Troilus North
Property. Emgold will be required to issue and additional two million common shares and conduct
CDN$750,000 in exploration expenditures over a two year period in order to complete the First
Option.
About the Definitive Agreement
The terms of the Definitive Agreement provide that Emgold will have the exclusive right and first
option (the "First Option") to acquire an 80% interest in the Troilus North Property over a two year
period (the "Troilus North Transaction") for consideration of common shares of Emgold (the “Emgold
Shares”), to be issued to the Company as shown in Table 1 below, and completion of C$750,000 in
exploration expenditures to be incurred within two years of closing of the Troilus North Transaction.
Table 1
Share Payment for First Option, Troilus North Property
Date Emgold Shares
Closing of Transaction 2,000,000
First Anniversary 1,000,000
Second Anniversary 1,000,000
Upon completing the First Option, Emgold would have a further option (the “ Second Option”) to
acquire an additional 20% interest (total 100% interest) in the Troilus North Property by issuing
Chimata a further 1.0 million Emgold Shares. The Company would retain a 1% Net Smelter Royalty for
Troilus North, half of which (i.e. 0.5%) could be purchased by Emgold at any time for C$500,000.
Emgold will be assigned the Company’s rights and obligation under the mining property acquisition
agreement entered into by the Company with Greg Exploration Inc. and other vendors (collectively
referred to as the “Vendors”) on September 18, 2017 along with the amending agreement to such
acquisition agreement entered on March 19, 2018 (collectively referred to as the “ Acquisition
Agreement”), which shall include but not be limited to remaining payments which are left outstanding
to the Vendors but also the right by Emgold to purchase the NSR that is granted to the Vendors under
the Acquisition Agreement in lieu and place of Chimata.
Exploration Expenditures shall include, but not be limited to, claim fees, property taxes, advance claim
or advance royalty payments or other holding costs including property payments to underlying claim
owners, exploration expenditures, permitting expendi tures, reclamation expenditures, and
reasonable administrative costs. Excess expenditures, made in any given year, will be credited to
future years of exploration of the Troilus North Property. Emgold will be deemed to be the operator
of the Troilus North Property during the First Option Period and retain full discretion as to the nature,
extent, timing, and scope of all work and exploration expenditures to be undertaken on the Troilus
North Property. Note that the payments outlined above to be paid to th e Vendors as part of the
Acquisition Agreement are therefore part of the C$750,000 in exploration expenditures required to
complete the First Option.
Two years after the date of closing of the Troilus North Transaction or upon completion of the First
Option requirements, whichever occurs first, and should Emgold decide not to exercise the Second
Option; Chimata and Emgold would establish an industry standard Joint Venture Operating Agreement
to operate a joint venture entity between them (the “Joint Venture Entity”). Emgold will be the initial
operator of the Joint Venture Operating Agreement and shall retain full discretion as to the nature,
extent, timing, and scope of all work on the Troilus North Property. After the Joint Venture Operating
Agreement takes effect, Chimata and Emgold will be required to contribute to the Joint Venture Entity
based on their respective ownership percentages of the Joint Venture Entity, or be diluted.
After forming the Joint Venture Operating Agreement, if Chimata does not to contribute to the Joint
Venture Entity and its interest in the Joint Venture Entity falls below ten percent (10%) ownership at
any given time, Chimata’s interest in the Property would be converted into a Net Smelter Interest of
one percent (1.0%). Emgold shall retain the option to purchase 50% of this NSR for CDN$500,000.
ON BEHALF OF THE BOARD
Richard Groome
Chairman and Interim President and CEO
Further information regarding the Company can be found on SEDAR at www.SEDAR.com, or by
contacting the Company directly at (604) 674-3145.
This news release may contain forward–looking statements. Forward-looking statements address
future events and conditions and therefore involve inherent risks and uncertainties. Actual results may
differ materially from those currently anticipated in such statements. Particular risks applicable to this
press release include risks associated with planned production, including the ability of the company to
achieve its targeted production outline due to regulatory, technical or economic factors. In addition,
there are risks associated with estimates of resources, and there is no guarantee that a resource will
have demonstrated economic viability as necessary to be classified as a reserve. There is no guarantee
that additional exploration work will result in significant increases to resource estimates differ
materially from those currently anticipated in such statements. Particular risks applicable to this press
release include risks associated with planned production, including the ability of the company to
achieve its targeted production outline due to regulatory, technical or economic factors. In addition,
there are risks associated with estimates of resources, and there is no guarantee that a resource will
have demonstrated economic viability as necessary to be classified as a reserve. There is no guarantee
that additional exploration work will result in significant increases to resource estimates
The Canadian Securities Exchange (CSE) has not reviewed this news release and does not accept
responsibility for its adequacy or accuracy.
We seek safe harbour.