GoldMining Completes Acquisition of Bellhaven and its La Mina Project to Consolidate Leading Gold-Copper Porphyry Portfolio in Colombia
GoldMining Completes Acquisition of Bellhaven and its La Mina Project to
Consolidate Leading Gold-Copper Porphyry Portfolio in Colombia
Highlights:
• GoldMining consolidates leading gold-copper porphy ry portfolio in the underexplored Mid Cauca Belt
of Colombia, with the addition of La Mina to its existing asset base that includes the Titiribi gold-
copper project and adjacent concession applications;
• GoldMining ꞌs Colombian portfolio now has total contained resources of 5.3 Moz gold (7.2 Moz gold
equivalent) in the measured and indicated categories and 3.5 Moz gold (3.9 Moz gold equivalent) in
the inferred category as detailed in Table 2 below and includes over 10 gold-copper porphyry
prospects for follow-up exploration as shown in Figures 1 and 2;
• La Mina hosts the Middle Zone and La Cantera deposits , as well as several high-priority prospects
including La Garrucha , El Limon, El Oso, Media Luna and Buenavista;
• La Mina pit-constrained resource totals 1.01 Moz gold equivalent grading 1.12 g/t gold equivalent
in the indicated category and 0.43 Moz gold equivalent grading 1.07 g/t gold equivalent in the
inferred category at a 0.25 g/t gold cut-off as detailed in Table 1 below;
• La Garrucha aeromagnetic anomaly is substantially larger than those associated with either the La
Cantera or Middle Zone deposits. The last drill hole completed at La Garrucha intersected 271 m
grading 1.03 g/t gold and 0.13% copper as reported in Bellhaven ꞌs news release dated September
10, 2013;
• A total of 106 diamond drill holes in 36,815 m hav e been completed to date at La Mina;
• Bellhaven acquired for total consideration of 7,33 9,303 common shares of GoldMining, representing
5.8% dilution to existing GoldMining shareholders; and
• GoldMining ꞌs global estimated resources now includes 8.5 Moz gold (11.4 Moz gold equivalent) in
the measured and indicated categories and 10.6 Moz gold (13.0 Moz gold equivalent) in the inferred
category as detailed in Table 2 below.
VANCOUVER, May 30, 2017 /CNW/ - GoldMining Inc. ("G oldMining" or the "Company") (TSX-V: GOLD;
OTCQX: GLDLF) and Bellhaven Copper and Gold Inc. (" Bellhaven") (TSX-V: BHV) are pleased to
announce that, further to their news release dated April 12, 2017, GoldMining has completed its
acquisition of Bellhaven.
Amir Adnani, Chairman of GoldMining, commented: "We are pleased to be closing our second major
transaction in Colombia, which will further expand our significant land package within the Mid Cauca B elt,
one of the most prospective and underexplored gold belts in the world. Beyond the current defined
resource base, La Mina and Titiribi collectively host several underexplored porphyry targets, which we
believe offer excellent opportunities for potential new gold discoveries in an area with excellent
infrastructure. On behalf of the Company, we welcom e Bellhaven shareholders of GoldMining and we
look forward to advancing our asset base together f or the benefit of all shareholders."
Garnet Dawson, CEO of GoldMining, commented: "The M id Cauca Belt has seen increased activity in
2017 with Newmont ꞌs strategic investment in Continental Gold ꞌs Buritica project, IAMGOLD ꞌs option of
Gran Colombia ꞌs Zancudo project and the joint exploration success at San Matias by Cordoba Minerals
and High Power Exploration.In the months ahead, we will review previous exploration results and work
with Dr. Paul Zweng, the former Chairman and CEO of Bellhaven, who has joined our Advisory Board, to
outline a drill program at La Garrucha to provide data to complete a maiden resource estimate for this
prospect."
The Transaction
The transaction was completed by way of a plan of arrangement pursuant to an arrangement agreement
between the parties dated April 11, 2017. Under the arrangement, GoldMining acquired all of the issued
and outstanding common shares of Bellhaven (the "Be llhaven Shares") for total consideration of
7,339,303 common shares of the Company (the "GOLD S hares"), which included 1,842,750 GOLD
Shares issued to the Toquepala Fund LP in exchange for 6,300,000 units of Bellhaven, each unit
consisting of one Bellhaven Share and one warrant t o purchase a Bellhaven Share, and 0.25 GOLD
Shares issued to Bellhaven shareholder for each outstanding Bellhaven Share. As a result of the
transaction, Bellhaven will also pay US$100,000 and US$247,000 to Bellhaven's former Chairman and
Chief Executive officer and its former Chief Financial Officer, respectively, in connection with certain
change of control and termination provisions under their consulting agreements with Bellhaven.
The Company further announces the completion of Bellhaven ꞌs previously announced acquisition of the
remaining 24% equity interest in the entity that owns certain concessions underlying the La Mina Project
("La Mina" or the "Project") in exchange for a payment of US$300,000 and the delivery of 162,500 GOLD
Shares to Monpal S.A.S., a company controlled by Alejandro Montoya-Palacios, a former director of
Bellhaven. As a result, the Company now holds a 100 % interest in La Mina.
The Project
La Mina is located approximately 41 km southwest of the city of Medellin in the Department of Antioqui a,
in central Colombia and approximately 6 km southeast of GoldMining ꞌs Titiribi Project (Fig. 1). The Project
is comprised of two concessions that cover an area of 32 km 2. Northern Antioquia has seen steadily
increasing activity over the last several years including, but not limited to success by Cordoba Miner als
and High Power Exploration at the San Matias copper -gold project, Continental Gold ꞌs recently permitted
high-grade Buritica gold project and investment by GoldCorp, IAMGOLD ꞌs recent option agreement with
Gran Colombia Gold on the past producing Zancudo go ld mine, and AngloGold Ashanti and B2Gold ꞌs
development stage Nuevo Chaquiro project. The Proje ct is road accessible by paved highway to a
junction with an 11 km gravel road that leads to site. Water, power and labour are readily available at the
Project site.
La Mina includes the Middle Zone and La Cantera gol d-copper porphyry deposits as well as the highly
prospective La Garrucha prospect located approximat ely 800 m to the east. The aeromagnetic anomaly
over the nearby La Garrucha prospect is substantially larger than those over both the La Cantera and
Middle Zone deposits. It has been partially tested by drilling (6,734 m in 17 holes) and future exploration
programs will focus on expanding the area of mineralization in order to complete a revised resource
estimate. In addition, there are several prospects including El Limon, El Oso, Media Luna and Buenavis ta
that require additional follow-up exploration (Fig. 2).
The Middle Zone and La Cantera deposits occur withi n 400 m of each other and were the subject of a
resource estimate published by Bellhaven in October 2016 (Table 1). The resource was based on 14,284
m of drilling in 88 drill holes. Block models were created with parent blocks measuring 5 m 3 for the Middle
Zone and 10 m 3 for La Cantera. Inverse distance squared was used to interpolate grade into blocks at the
Middle Zone and ordinary kriging was used to interpolate grade into blocks at La Cantera, which in bot h
cases were constrained by geology. Indicated minera l resources, which comprise approximately 70% of
the resource, were defined as blocks that are within 35 m of a drill hole and where a minimum of two d rill
holes were used to estimate grade. Grade-capping wa s employed at the Middle Zone to limit the impact
of high-grade outlier samples. Gold was capped at 4 .2 ppm, silver at 25.5 ppm and copper at 3,000 ppm.
Densities of 2.65 t/m 3 for the Middle Zone and 2.70 t/m 3 for La Cantera were used to convert volumes to
tonnages and were based on 636 individual measureme nts of drill-core samples.
The conceptual pit delineated resource used a Whitt le-Pit algorithm with the following input parameters to
calculate the in-pit resources:
• Median consensus long-term projected metal prices of US$1,275/oz gold, US$17.75/oz silver, and
US$2.75/lb copper;
• G&A of US$0.98/t;
• Open-pit mining costs of US$1.72/t;
• Processing costs of US$5.83/t;
• Metallurgical recoveries of 93% for gold and 90% f or copper; and
• Average pit-slope of 50 degrees.
Table 1: Indicated and Inferred Resource at a 0.25 g/t gold cut-off for La Mina.
Deposit
Tonnage Grade Contained Metal
Mt Au (g/t) Ag (g/t) Cu (%) AuEq Au Ag Cu AuEq
(g/t) (oz) (oz) (Mlbs) (oz)
Indicated Resource
La Cantera 17.984 0.87 2.06 0.32 1.37 503,021 1,191,062 125.344 789,953
Middle Zone 10.186 0.50 1.27 0.11 0.68 163,740 415,899 24.898 223,232
Total Indicated 28.170 0.74 1.77 0.24 1.12 666,761 1,606,962 150.242 1,013,185
Inferred Resource
La Cantera 10.806 0.69 1.83 0.29 1.15 239,715 635,766 70.256 400,099
Middle Zone 1.588 0.39 1.19 0.09 0.53 19,911 60,754 3.038 27,309
Total Inferred 12.394 0.65 1.75 0.27 1.07 259,626 696,520 73.294 427,408
Table 1 Notes:
1. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or
any part of the mineral resources will be converted into mineral reserves.
2. Gold-equivalent grades were calculated using the following formula: AuEq = [{Au (g/t) + [Cu(%)} x {%Recoverable Cu /
%Recoverable Au} x {Cu Price/Au Price} x 22.0462 x 31.1035] + [Ag (g/t) x {Ag Price/Au Price}]. Metal prices used were the
median consensus long-term prices as of July, 2016 for gold (US$1,275/oz), silver (US$17.75/oz), and copper (US$2.75/lb).
Metal prices are not constant and are subject to change. Metal recoveries of 93% Au and 90% Cu are estimates based on
metallurgical results announced in Bellhaven ꞌs news release dated September 21, 2016.
3. All quantities are rounded to the appropriate number of significant figures; consequently sums may not add up due to rounding.
The resource estimate for La Mina is based on a technical report completed for Bellhaven by Scott E.
Wilson, C.P.G. titled "Technical Report for the La Mina Project, Antioquia, Republic of Colombia", who is
independent of Bellhaven and GoldMining within the meaning of National Instrument 43-101, with an
effective date of October 24, 2016. Please refer to the technical report for further information regarding
the La Mina Project, a copy of which is available under Bellhaven's profile at www.sedar.com .
Advisors
Haywood Securities Inc. advised GoldMining in connection with the transaction, and Sangra Moller LLP
acted as legal counsel to GoldMining. Evans & Evans Inc. acted as financial advisor to Bellhaven and
McMillan LLP acted as legal counsel to Bellhaven.
Additional Information
As a result of completion of the arrangement set forth above, GoldMining acquired ownership and contro l
of 100% of the outstanding Bellhaven Shares. In connection therewith, the Company will file an early
warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-
Over Bid and Insider Reporting Issues containing additional information respecting the foregoing matters.
A copy of such report may be obtained from Bellhaven's SEDAR profile at www.sedar.com or by
contacting the Company at the contact particulars s et forth herein. The Company did not own any
Bellhaven Shares prior to completion of the transaction. It is expected that the Bellhaven Shares will be
de-listed from the TSX Venture Exchange and that Be llhaven will make an application to cease to be a
reporting issuer in the applicable jurisdictions.
Qualified Person
Paulo Pereira, President of GoldMining has reviewed and approved the technical information contained in
this news release for GoldMining. Mr. Pereira holds a Bachelor ꞌs degree in Geology from Universidade do
Amazonas in Brazil, is a Qualified Person as defined in National Instrument 43-101 and is a member of
the Association of Professional Geoscientists of Ontario.
About GoldMining Inc.
GoldMining Inc. is a public mineral exploration com pany focused on the acquisition and development of
gold projects in Colombia and other regions of the Americas. GoldMining Inc. is advancing its Titiribi Gold-
Copper Project located in the Department of Antioquia, Colombia, its Cachoeira and São Jorge Gold
Projects located in the State of Pará, northeastern Brazil, its Whistler Gold-Copper Project located in the
State of Alaska, United States of America, and its Rea Uranium Project in the western Athabasca Basin in
northeast Alberta, Canada.
Table 2: GoldMining Inc. – Global Measured, Indicat ed and Inferred Resource Statement 1,2,3
Deposit Cut-off 4
(g/t)
Tonnage
(Mt)
Grade Contained Metal
Gold
(g/t)
Silver
(g/t)
Copper
(%)
Gold Eq
(g/t)
Gold
(Moz)
Silver
(Moz)
Copper
(Mlbs)
Gold Eq
(Moz)
Measured Resources
Titiribi 5 0.3 51.60 0.49 - 0.17 0.78 0.820 - 195.1 1.290
Indicated Resources
Titiribi 5 0.3 234.20 0.51 - 0.09 0.65 3.820 - 459.3 4.930
Sao Jorge 6 0.3 14.42 1.54 - - 1.54 0.715 - - 0.715
Cachoeira 7 0.35 17.47 1.23 - - 1.23 0.692 - - 0.692
Whistler 8 0.3 110.28 0.50 1.76 0.14 0.79 1.765 6.130 343.1 2.797
La Mina 9 0.25 28.17 0.74 1.77 0.24 1.12 0.667 1.607 150.2 1.013
Total 404.54 0.59 0.48 0.09 0.78 7.658 7.737 952.7 10.147
Measured and Indicated Resources
Total 456.14 0.58 0.43 0.10 0.78 8.478 7.737 1147.8 11.437
Inferred Resources
Titiribi 5 0.3 207.90 0.49 - 0.02 0.51 3.260 0.000 77.9 3.440
Sao Jorge 6 0.3 28.19 1.14 - - 1.14 1.035 0.000 - 1.035
Cachoeira 7 0.35 15.67 1.07 - - 1.07 0.538 0.000 - 0.538
Whistler 8 0.3/0.6 311.26 0.47 2.26 0.11 0.68 4.626 22.617 713.5 6.731
La Mina 9 0.25 12.39 0.65 1.75 0.27 1.07 0.260 0.697 73.3 0.427
Boa Vista 10 0.5 8.47 1.23 - - 1.23 0.336 0.000 - 0.336
Surubim 11 0.3 19.44 0.81 - - 0.81 0.503 0.000 - 0.503
Total 603.32 0.55 1.20 0.07 0.67 10.558 23.313 864.7 13.010
Table 2 Notes:
1. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or
any part of the mineral resources will be converted into mineral reserves. The estimate of mineral resources may be materially
affected by environmental permitting, legal, title, taxation, sociopolitical, marketing or other relevant issues.
2. The above global resource estimate table is provided for informational purposes only and is not intended to represent the
viability of any project on a standalone or global basis. The exploration and development of each project, project geology and
the assumptions and other factors underlying each estimate, are not uniform and will vary from project to project. Please refer
to the technical report for each respective project, as referenced herein, for detailed information respecting each individual
project.
3. All quantities are rounded to the appropriate number of significant figures; consequently sums may not add up due to rounding.
4. Gold cut-off for all projects except for Whistler, which is gold equivalent cut-off.
5. Notes for Titiribi:
• Based on technical report titled "Technical Report on the Titiribi Project Department of Antioquia, Colombia" prepared by
Joseph A. Cantor and Robert E. Cameron of Behre Dolbear & Company (USA), Inc., with an effective date of September
14, 2016, which is available at www.sedar.com under GoldMining ꞌs SEDAR profile.
• Gold equivalent estimated for the Titiribi deposit assumes metal prices of US$1,300/oz gold and US$2.90/lb copper and
recoveries of 83% for gold and 90% for copper.
6. Notes for Sao Jorge:
• Based on technical report titled "Technical Report and Resource Estimate on the São Jorge Gold Project, Pará State,
Brazil" prepared by Porfirio Rodriguez and Leonardo de Moraes of Coffey Mining Pty Ltd. ("Coffey"), with an effective
date of November 22, 2013, which is available at www.sedar.com under GoldMining ꞌs SEDAR profile.
7. Notes for Cachoeira:
• Based on technical report titled "Technical Report and Resource Estimate on the Cachoeira Property, Pará State, Brazil"
prepared by Gregory Z. Mosher, P.Geo. of Tetratech, Inc. with an effective date of April 17, 2013 and amended and re-
stated October 2, 2013, which is available at www.sedar.com under GoldMining ꞌs SEDAR profile.
8. Notes for Whistler:
• Based on technical report titled "Technical Report on the Whistler Project" prepared by Gary Giroux of Giroux
Consultants Inc., with an effective date of March 24, 2016, which is available at www.sedar.com under GoldMining ꞌs
SEDAR profile.
• The Whistler Project is comprised of three deposits: Whistler, Raintree West and Island Mountain.
• Gold equivalent estimated for the Whistler deposit assumes metal prices of US$990/oz gold, US$15.40/oz silver and
US$2.91/lb copper and recoveries of 75% for gold and silver and 85% for copper.
• Gold equivalent estimated for the Raintree West deposit assumes metal prices of US$1,250/oz gold, US$16.50/oz silver
and US$2.10/lb copper and recoveries of 75% for gold, 85% for copper and 75% for silver.
• Gold equivalent estimated for the Island Mountain deposit assumes metal prices of US$1,250/oz gold, US$16.50/oz
silver and US$2.10/lb copper and recoveries of 75% for gold, 85% for copper and 25% for silver (recovered in copper
concentrate).
• A gold equivalent cut-off of 0.3 g/t was highlighted in the estimate as a possible open pit cut-off (Whistler, Raintree-
shallow and Island Mountain), and a gold equivalent cut-off of 0.6 g/t was highlighted in the estimate as a possible
underground cut-off (Raintree-deep).
9. Notes for La Mina:
• Based on technical report titled "Technical Report on the La Mina Project" prepared by Scott E. Wilson, C.P.G. of Metals
Mining Consultants, Inc. ("MMC") with an effective date of October 24, 2016, which is available at www.sedar.com under
GoldMining ꞌs SEDAR profile.
• Gold equivalent estimated for the La Mina project assumes metal prices of US$1,275/oz gold, US$17.75/oz for silver and
US$2.75/lb for copper and recoveries of 93% for gold and 90% for copper.
10. Notes for Boa Vista:
• Based on technical report titled "Technical Report on the Boa Vista Project and Resource Estimate on the VG1 Prospect,
Tapajos Area, Para State, Northern Brazil" prepared by Jim Cuttle, Gary Giroux and Michael Schmulian, with an effective
date of November 22, 2013, which is available at www.sedar.com under GoldMining ꞌs SEDAR profile.
11. Notes for Surubim:
• Based on technical report titled "Technical Report on the Rio Novo Gold Project and Resource Estimate on the Jau
Prospect, Tapajos Area, Para State, Northern Brazil" ("Surubim Project") prepared by Jim Cuttle and Gary Giroux, with
an effective date of November 22, 2013, which is available at www.sedar.com under GoldMining ꞌs SEDAR profile
The above global estimated resource table is provided for information purposes only.
Forward-looking Statements
This document contains certain forward-looking statements that reflect the current views and/or
expectations of GoldMining with respect to its business and future events, including expectations
respecting the La Mina Project, potential synergies between the Company's and Bellhaven's projects and
any future exploration programs and other work on the La Mine project. Forward-looking statements are
based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business
and the markets in which the Company operates, including that historical exploration results will be
confirmed and potential synergies will be realized. Investors are cautioned that all forward-looking
statements involve risks and uncertainties, including: the inherent risks involved in the exploration and
development of mineral properties, the uncertainties involved in interpreting drill results and other
exploration data, the potential for delays in exploration or development activities, the geology, grad e and
continuity of mineral deposits, the possibility that future exploration, development or mining results will not
be consistent with the Company's expectations, accidents, equipment breakdowns, title and permitting
matters, labour disputes or other unanticipated difficulties with or interruptions in operations, fluctuating
metal prices, unanticipated costs and expenses, unc ertainties relating to the availability and costs of
financing needed in the future, including to fund any exploration programs and any inability to realize
upon expected synergies between the Company and Bel lhaven . These risks, as well as others, including
those set forth in the Company's filings with Canadian securities regulators, could cause actual results
and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking
statements and information. There can be no assurance that forward-looking information, or the materia l
factors or assumptions used to develop such forward looking information, will prove to be accurate.
GoldMining undertakes no obligations to release publicly any revisions for updating any voluntary
forward-looking statements, except as required by applicable securities law.
Neither the TSX Venture Exchange nor its Regulation Services Providers (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news
release.
SOURCE GoldMining Inc.
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%SEDAR: 00031036E
For further information: Amir Adnani, Chairman of GoldMining; Garnet Dawson , CEO of GoldMining;
Telephone: (855) 630-1001, Email: [email protected] om
CO: GoldMining Inc.
CNW 08:30e 30-MAY-17