Emgold Announces Amended Letter of Intent FOR Acquisition of the Golden Arrow Property, Nevada, Appoints New Chief Financial Officer
EMGOLD MINING CORPORATION
Suite 1010 – 789 West Pender Street
Vancouver, B.C. V6C 1H2
www.emgold.com
July 16, 2018 TSX Venture Exchange : EMR
OTC : EGMCF
Frankfurt Exchange : EMLN
EMGOLD ANNOUNCES AMENDED LETTER OF INTENT
FOR ACQUISITION OF THE GOLDEN ARROW PROPERTY, NEVADA,
APPOINTS NEW CHIEF FINANCIAL OFFICER
Emgold Mining Corporation (TSX -V: EMR) ("Emgold" or the " Company"): is pleased to announce
that it has executed a second amended non -binding letter of intent dated July 13 , 201 8 (the " Second
Amended LOI ") with Nevada Sunrise Gold Corporation ( "Nevada Sunrise "; TS X-V: NEV). The
Second Amended LOI replaces a prior non-binding letter of intent dated July 17, 2017 with Nevada
Sunrise (the " Original LOI ") and first amended letter of intent dated December 27, 201 7 (the “ First
Amended LOI”)and provides for the acquisition by Emgold of an immediate 51 percent interest in the
Golden Arrow gold-silver property in Nevada (the " Golden Arrow Property"); together with a n option
to acquire an additional 49 percent interest in the Golden Arrow Property by making cash and share
payments as outlined below (the "Transaction").
Golden Arrow Property Details
The Golden Arrow Property is located approximately 40 miles east of Tonopah in Nye County, Nevada.
The property consists of 357 unpatented and 17 patented lode mineral claims covering an area of
approximately 7,030 acres (2, 845 hectares). It is an advanced -stage exploration property with a
comprehensive exploration database including geochemical sampling, geophysics, and over 200,000 feet
of reverse circulation and diamond core drilling. Emgold completed a “2018 Updated Technical Report
on the Golden Arrow Project, Nye County, Nevada, USA” as announced by press release on March 19,
2018. This report is available on the Company’s website at www.emgold.com or through the Company’s
filings at www.sedar.com.
To date, two main exploration targets have been drilled on the Golden Arrow Property focusing on bulk
disseminated mineralization – the Gold Coin and Hidden Hill depos its. Numerous other targets have
been identified for exploration. Emgold 's management believes there is potential to expand both the
Hidden Hill and Gold Coin resources and for discovery of other bulk disseminated mineralization on the
Golden Arrow Prope rty. In addition, historic underground mine workings lie along the Page Fault and
other structures on the Golden Arrow Property indicating potential for vein style mineralization that has
been subject to limited modern exploration, if any, to evaluate its potential.
Revised Golden Arrow Sale and Option Terms
The terms of the Second Amended LOI provide that, subject to the satisfaction of certain conditions,
including TSX-V acceptance and the entry into a definitive sale and option agreement between Nevada
Sunrise and Emgold, Emgold would acquire a 51 percent interest in the Golden Arrow Property by (i)
making cash payments to Nevada Sunrise in the aggregate amount of $100,000; and (ii) issuing to Nevada
Sunrise 2,500,000 common shares in the capital of Emgold, as shown in Table 1 below (all cash amounts
in this news release are stated in Canadian dollars):
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Table 1
Initial Acquisition by Emgold of 51 Percent Interest in the Golden Arrow Property
Date
Cash
Payment
($CDN)
Emgold
Shares
Percentage
Interest
Execution and delivery of the
Original LOI
$35,000 (already paid) -- 0%
Execution and delivery of the
First Amended LOI
$32,000 (already paid) -- 0%
On or before July 18, 2018 $33,000 2,500,000 51%
Sub-Total: $100,000 2,500,000 51%
The Second Amended LOI further provides that Nevada Sunrise would grant to Emgold (or a wholly -
owned subsidiary of Emgold) the sole and exclusive right and option ( the "Option") to acquire an
undivided additional 49 percent (for a total of 100 percent) interest in the property, which would be
exercisable by Emgold for a period of 24 months from the Closing Date (the "Option Period ") by
Emgold issuing to Nevada Sunrise an additional 2,500,000 common shares in the capital of Emgold, as
shown in Table 2 below:
Table 2
Emgold’s Option to Acquire Additional
49 Percent Interest in the Golden Arrow Property
Date
Cash
Payment
($CDN)
Emgold
Shares
Percentage
Interest
On or before 24 months from Closing Date -- 2,500,000 100%
Sub-Total: -- 2,500,000 100%
TOTAL: $100,000 5,000,000 100%
Emgold would be responsible for all exploration expenditures, including claims fees, core storage fees,
and all holding costs during the Option Period. Emgold will be the operator of the Property during the
Option Period.
If the Option is not exercised, the Parties would form a Nevada joint venture (the "Joint Venture"). The
Joint Venture would be established as a separate company or using an existing subsidiary of Emgold or
Nevada Sunrise, with 51 percent of the shares owned by Emgold and 49 percent of the shares owned by
Nevada Sunrise and Emgold as the Operator of the Joint Venture . After forming the Joint Venture, if
either Party elects not to contribute to the Joint Venture and its interest falls below 10 percent ownership
at any time (the “ Diluted Party”), the other Party will have the option of purchasing the Diluted Party’s
remaining interest in in the Joint Venture for $1.0 million.
Appointment of New CFO
Emgold announces the resignation of Grant Smith and the appointment of Robert Rosner as its new C hief
Financial Officer (“CFO”). Mr. Rosner has significant experience as a mining industry entrepreneur and
executive. He currently serves as Director, President a nd CEO of Lucky Minerals (TSX.V: LJ), Director
and CFO of Chimata Gold Corp (TSX.V: CAT), as well as holds Director and Executive positions on
several Canadian and USA based public companies. Mr. Rosner has over 30 years of experience in the
mining industr y and acted as an officer and director of both Canadian and U.S. listed companies,
providing senior management of reporting compliance, oversight and fiduciary capacities, and directing
corporate activities. He also has significant experience in Initial Pu blic Offerings, Mergers &
Acquisitions, and reverse takeovers. Emgold would like to thank Mr. Smith for his service to and support
of the Company over his years in the CFO position.
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The scientific and technical information that forms the basis for portion s of this news release was
reviewed and approved by Robert Pease , PG, CPG, who is a qualified person as defined by National
Instrument 43-101.
On behalf of the Board of Directors
David G. Watkinson, P.Eng.
President & CEO
For further information please contact:
David G. Watkinson, P.Eng.
Tel: 530-271-0679 Ext 101
Email: [email protected]
This release was prepared by the Company 's management. Neither TSX Venture Exchange nor its Regulation
Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release. For more information on the Company, investors should review the
Company's filings that are available at www.sedar.com or the Company's website at www.emgold.com.
Cautionary Note on Forward-Looking Statements
This news release contains forward -looking statements and forward -looking information (collectively, "forward-
looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United
States Private Securities Litigation Reform Act of 1995 . All statements, other than statements of historical fact,
included herein including, without limitation, statements regarding the anticipated content, commencement, timing
and cost of exploration programs in respect of the Golden Arrow Property and otherwise, anticipated results from
the exploration activities, the discovery and delineation of mineral deposits/resources/reserves on the Golden Arrow
Property, the anticipated business plans and timing of future activities of the Company, the successful negoti ation
and execution of a definitive option agreement for the Golden Arrow Property and the Company's expectation that it
will be able to enter into agreements to acquire interests in additional mineral properties, are forward -looking
statements. Although the Company believes that such statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Forward-looking statements are typically identified by words such as:
"believe", "expect", "anticipate", "intend", "estimate", "postulate" and similar expressions, or are those, which, by
their nature, refer to future events. The Company cautions investors that any forward -looking statements by the
Company are not guarantees of future results or performance, and that actual r esults may differ materially from
those in forward-looking statements as a result of various factors, including, issues raised during the Company 's due
diligence on the Golden Arrow Property, operating and technical difficulties in connection with mineral exploration
and development activities, actual results of exploration activities, the estimation or realization of mineral reserves
and mineral resources, the timing and amount of estimated future production, the costs of production, capital
expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future
prices of precious metals, changes in general economic conditions, changes in the financial markets and in the
demand and market price for commodities, lab our disputes and other risks of the mining industry, delays in
obtaining governmental approvals, permits or financing or in the completion of development or construction
activities, changes in laws, regulations and policies affecting mining operations, tit le disputes, the inability of the
Company to obtain any necessary permits, consents or authorizations required, including TSX -V acceptance of the
Transaction and any other current or future property acquisitions or financings and other plan ned activities, the
timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to joint
venture operations, and other risks and uncertainties disclosed in the Company's latest interim Management 's
Discussion and Analysis and filed with certain securities commissions in Canada. The Company's Canadian public
disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the
technical reports filed with respect to the Company's mineral properties.
Readers are cautioned not to place undue reliance on forward -looking statements. The Company undertakes no
obligation to update any of the forward -looking statements in this news release or incorporated by reference herein,
except as otherwise required by law.