American Eagle to Acquire 100% of Cerros Rojos Project in Nevada
American Eagle to Acquire 100% of Cerros
Rojos Project in Nevada
TORONTO
,
Sept. 15, 2021
/CNW/ - American Eagle Gold Corp. (TSXV: AE) ("
American Eagle
" or
the "
Company
") is pleased to announce it has entered into an Assignment Agreement (the
"
Assignment Agreement
") dated
September 13, 2021
with Standard Ore Corp. ("
Standard
Ore
"),
pursuant to which the Company will, subject to the approval of Disinterested Shareholders and the
TSX Venture Exchange, assume all rights and interest (the "
Assignment
") in a lease with option to
purchase agreement (the "
Lease
") between Standard Ore and Rubicon Resources Inc. ("
Rubicon
")
for a 100% interest in the Cerros Rojos Property, located 150km south of Newmont's Long Canyon
mine in Nevada. Cerros Rojos had historical near-surface oxidized gold drill intercepts, one of which
measured
12.2m
@ 0.57 g/t Au from surface. This indicates the potential for of a new gold deposit
in a previously undeveloped part of Nevada. It is believed that the system is structurally controlled,
extending along low-angle structures to the west beneath the overlying Devonian Joana limestone.
The initial focus of the exploration will be Carlin-style deposits.
Click Here for Map of Cerros Rojos Property
Watch CEO
Anthony Moreau
, and Director David Shaddrick Discuss Cerros Rojos
The drill-identified mineralization at Cerros Rojos is hosted by the Devonian/Mississippian Pilot shale
near the contact with the underlying Devonian Guilmette Formation; this setting is similar to the
Alligator Ridge complex of deposits operated by
Kinross Gold
100km to the west, as well as
Fiore
Gold's
Pan mine 125km to the southwest. Alligator Ridge and other Pilot-hosted deposits in eastern
Nevada have produced more than 2 million ounces of gold.
Click Here for Cerros Rojos Conjectural Model of Ore Occurrence
"
Cerro Rojos
is an opportunity to follow up on a highly prospective discovery hole of oxide gold
material within a potential new deposit in eastern Nevada. We view this property as possibly
representative of part of a new district analogous to nearby systems such as Kinross' Alligator
Ridge," stated
Anthony Moreau
, CEO of American Eagle Gold.
American Eagle Gold plans to explore this property, starting with digitizing historic surface data and
then undertaking field exploration work and geophysical surveys to delineate targets for a drill
program to begin in late spring 2022.
Terms
Pursuant to the Assignment Agreement, the Company has agreed to assume all of the rights and
interests in the Lease from Standard Ore in consideration for payment to Standard Ore of an
aggregate of CDN
$47,839
.92 in cash. The Company assumes Standard Ore's rights to Cerros
Rojos at Standard Ore's exact cost with zero cash or share mark up to acquire interest in the
property.
Upon completion of the Assignment, the Company will be the lessee under the terms of the Lease.
In order to maintain the Lease in good standing, the Company must make advanced royalty
payments to Rubicon as follows:
a cash payment of
USD$5,000
every six months for the first five years of the term of the Lease;
a cash payment of
USD$10,000
every six months beginning on the fifth anniversary of the
effective date of the Lease during the duration of the term of the Lease.
The advanced royalty payments will continue under the Lease until commercial production
commences on the Cerros Rojos Property. Upon the commencement of commercial production, the
Company has assumed the obligation to pay a 3.0% net smelter return royalty to Rubicon on all
production from the property. The net smelter return royalty may be reduced to 1.0% through the
repurchase of the royalty at 1.0% increments at a price of
USD$1,000,000
per increment.
Pursuant to the terms of the Lease, the Company has the right to ultimately purchase the Cerros
Rojos Property at any time upon the payment of
USD$100.00
in cash, however such purchase does
not effect the Company's obligation to make the advance royalty payments.
The TSX Venture exchange has provided conditional approval, provided that the transaction receives
shareholder approval from Disinterested Shareholders not later than
April 30, 2022
. The final closing
of the Assignment will occur after receipt of shareholder approval, which will be sought at the
Company's Annual General Meeting scheduled for
April 2022
.
Non-Arm's Length Transaction
Standard Ore is a private company controlled by
Stephen Stewart
and Rubicon is a private company
controlled by
David Shaddrick
. Each of Mr. Stewart and Mr. Shaddrick (the "
Interested
Parties
")
are shareholders and directors of American Eagle, and as such, the proposed Assignment
constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). Notwithstanding the
foregoing, the directors of the Company have determined that the interests of the Interested Parties
in the Assignment will be exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of
MI 61-101 on the basis that, at the time the Assignment was agreed to, neither the fair market value
of the consideration to be received for the Cerros Rojos Project, exceeds 25% of the market
capitalization of the Company.
About American Eagle Gold Corp.
American Eagle Gold is traded on the TSX Venture Exchange under the symbol 'AE' and is focused
on exploring its flagship property, Golden Gate. The property is strategically situated on the Cortez
Trend, which hosts three large
Carlin
-type gold deposits operated by Barrick and Newmont's Joint
Venture,
Nevada Gold Mines
(Pipeline,
Cortez Hills
and Goldrush). The property is located 10 km
south of Cortez Hills and 5 km south of Goldrush and shows many of the same geological
characteristics as at the two deposit areas.
QP Statement
American Eagle's Vice President of Exploration,
Mark Bradley
, B.Sc., M.Sc., P.Geo., a Certified
Professional Geologist and 'qualified person' for the purposes of
Canada's
National Instrument 43-
101 Standards of Disclosure for Mineral Properties, has verified and approved the information
contained in this news release.
For information and updates on American Eagle Gold, please visit:
www.americaneaglegold.ca
Forward-Looking Statements
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
TSX Venture Exchange policies) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may contain forward-looking statements. Forward-looking
statements in this press release include, but are not limited to, statements regarding the planned
work program on the Cerros Rojos Property, the timing of the program milestones and TSX Venture
Exchange approval of the acquisition. This information is based on current expectations that are
subject to significant risks and uncertainties that are difficult to predict. Actual results might differ
materially from results suggested in any forward-looking statements. American Eagle Gold Corp.
assumes no obligation to update the forward-looking statements, or to update the reasons why
actual results could differ from those reflected in the forward looking-statements unless and until
required by securities laws applicable to American Eagle Gold Corp. Additional information
identifying risks and uncertainties is contained in filings by American Eagle Gold Corp. with Canadian
securities regulators, which filings are available under American Eagle Gold Corp. profile at
www.sedar.com
.
SOURCE
American Eagle Gold Corporation
View original content:
http://www.newswire.ca/en/releases/archive/September2021/15/c3850.html
%SEDAR: 00051688E
For further information:
To Speak to the Company directly, please contact: Anthony Moreau,
Chief Executive Officer, Phone: 416.644.1567, Email: [email protected]
CO: American Eagle Gold Corporation
CNW 06:00e 15-SEP-21