Nevada Property Interest Acquisition Private Placement Arranged Property Acquisition
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SHOSHONI GOLD LTD.
1016-470 GRANVILLE STREET, VANCOUVER BC V6C 2B3
TEL: (604) 682-5281 FAX: (604) 682-5281 [email protected]
TSX VENTURE EXCHANGE SYMBOL: SHJ
News Release
May 13, 2014 Nevada Property Interest Acquisition Private Placement Arranged
Property Acquisition
Shoshoni Gold Ltd. (the “Company”) is pleased to announce that it has entered into an option agreement with WPC Resources Inc.. (“WPC”) whereby the Company may earn a 60% interest in the ZPG Property, located in Lander County, Nevada.
The ZPG Property is located approximately 30 kilometers southwest of the community of Battle Mountain within Nevada’s Battle Mountain / Eureka gold trend. This trend is one of the most prolific gold districts in the world and is host to numerous large gold mines and deposits. The ZPG Property is located within a favorable northeast oriented magnetic trend in which 5 circular magnetic features are recognized. The northern 2 magnetic anomalies relate to zoned intrusive- hosted copper/gold porphyry systems at Newmont’s Copper Canyon and Copper Basin deposits (the Phoenix Mine), which have contained in excess of 11 million ounces of gold and are currently processing in excess of 40,000 tons of copper/gold ore per day.
The ZPG Property is underlain by the largest of the 5 magnetic features. This magnetic anomaly is also coincident with an I.P. chargeability anomaly centered at a depth of approximately 500 meters. The target is entirely covered by pediment, with the top of the feature expected to be encountered at a depth of approximately 200 meters. This target zone has never been drill tested although earlier nearby drilling on the ZPG Property did intersect porphyry style mineralization consistent with material typically found peripheral to porphyry deposits.
The Company has agreed to pay an option fee of $25,000 upon execution of the option agreement. To earn its 60% interest, the Company must make a further staged cash payment to WPC of $50,000 and perform $500,000 of exploration work on the ZPG Property, to include the drilling of not less than two diamond drill holes. The Company and WPC will then each be required to fund its pro rata share of a further US$160,000 on exploration in order to have the right to acquire the ZPG Property under the exclusive option held by WPC. The ZPG Property will then be owned 60% by the Company and 40% by WPC.
Upon completion of the acquisition of the Property, WPC and the Company intend to move forward on a joint venture basis to continue exploration of the property. The property is subject to an underlying 3% Net Smelter Royalty of which one-half (1.5%) may be bought down for US$1,500,000. The Company will have the option to participate in any such buy-down on a prorata basis.
The Company may terminate the option agreement at any time without any obligation or liability to carry out any further work or make any further payments, however if it elects to terminate prior to making the payments and completing the exploration work detailed above it will not have earned any interest in the ZPG Property.
Private Placement
The Company also announces its intention to complete a non-brokered private placement of up to 11,500,000 units of the Company (the "Units") at a price of $0.05 per Unit, for gross proceeds of up to $575,000 (the "Offering"). Each Unit will consist of one common share of the Company and one common share purchase warrant (the "Warrant"). Each Warrant will entitle the holder to acquire one common share of the Company at the exercise price of $0.10 per share for a period of 18 months from the closing date of the Offering.
The share purchase warrants attached to the Units are subject to an acceleration clause, whereby the Company may, at its discretion, call for the exercise of the warrants within 10 business days, if the closing price of the Company’s common shares on the TSX Venture Exchange is $0.20 or higher for 30 consecutive trading days, provided that the mandatory hold period has passed.
The Offering is eligible to be purchased by subscribers who are "accredited investors" or who qualify under another exemption from prospectus requirements in the jurisdictions where the Offering is sold. Any securities to be issued pursuant to the Offering will be subject to a hold period of four months from the closing date in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.
Proceeds of the Offering will be used for exploration of the ZPG property as well as general working capital. Finders’ fees in accordance with TSX Venture Exchange policies may be payable in respect of this Offering.
The property acquisition and the Offering are subject to the approval of the TSX Venture Exchange. The Offering is expected to close on or before June 15, 2014.
Qualified Person
Glen Macdonald, P.Geo, a geologist and Qualified Person (as defined under NI 43-101) has read and approved the technical information contained in this news release.
SHOSHONI GOLD LTD.
On behalf of the Board,
Ralf Hillebrand, President & CEO
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.
Neither 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 accuracy of this release.
Cautionary Statement This document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration plans and other future plans and objectives, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company’s documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound.