Fremont Gold Announces Closing of First Tranche of Private Placement and Commencement of Drill Program at Vardenis
Fremont Gold Announces Closing of First
Tranche of Private Placement and
Commencement of Drill Program at Vardenis
Vancouver, British Columbia--(Newsfile Corp. - October 30, 2023) - Fremont Gold Ltd. (TSXV: FRE)
(FSE: FR20) (OTCQB: FRERF) ("
Fremont
" or the "
Company
") is pleased to announce the closing of
the first tranche of its previously announced non-brokered private placement (the "
Private Placement
")
consisting of a total of 11,553,000 units (the "
Units
") at a price of $0.10 per unit for gross proceeds of
$1,155,300.
Each Unit consists of one common share and one-half of one common share purchase warrant.
Each
whole warrant entitles the holder to purchase an additional common share at a price of $0.17 per share
for a period of 24 months following closing of the Private Placement.
The Company intends to use the net proceeds of the Private Placement for general working capital, to
undertake an initial drill campaign at the Company's Vardenis project located in central Armenia,
advance the Urasar project and to repay $100,000 of a loan in the amount of $200,000 cash provided by
Dennis Moore (the President and CEO of the Company).
The securities issued pursuant to the Offering will not be registered under the U.S. Securities Act of
1933, as amended, or any state securities laws, and may not be offered or sold in the United States
absent registration or an exemption from the registration requirements.
All securities issued in connection with the Private Placement are subject to a statutory hold period of
four months plus a day from the date of issuance in accordance with applicable securities legislation and
the policies of the TSX Venture Exchange, pursuant to which they may not be sold or transferred until
February 28, 2024.
The TSX Venture Exchange's final acceptance of the Private Placement is conditional upon the
Company satisfying the filing requirements as outlined in TSX Venture Exchange Policy 4.1, 'Private
Placements.'
Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special
Transactions ("
MI 61-101
") the Company advises that certain directors and officers of the Company
participated in the Private Placement. This participation, as well as the proposed loan repayment to
Dennis Moore constitute "related party transactions" under MI 61-101.
The Company will be relying on
the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the
minority shareholder approval requirements contained in section 5.7(1) (a) of MI 61-101, as the
Company is not listed on specified markets and the fair market value of the insider participation in the
Private Placement and the loan repayment to Mr. Moore does not exceed 25% of the Company's market
capitalization, as determined in accordance with MI 61-101.
Approval of the Vardenis Definitive Agreement
The Company is pleased to announce that the TSX Venture Exchange has approved the terms of the
Vardenis definitive agreement (see news release of June 6, 2023).
The definitive agreement provides
the Company with an option to acquire up to a 100% interest in Mendia Resources Corp. ("
Mendia
"), an
Armenian corporation, with Mendia's sole shareholder, an Armenian individual (the "
Optionor
").
Mendia
holds the exploration license over the Vardenis copper-gold project in central Armenia.
The option
agreement provides for a series of staged cash payments, share issuances and work commitments over
4.5 years to earn up to 100% of Mendia.
The cash and share grants total US$350,000 and 2.2M
Fremont common shares, respectively, to earn up to 90% of Mendia. The work commitments consist of
(i) exploration surveys and mapping, construction of drill roads, and 2,500 meters of diamond drilling by
December 2024; (ii) a further 5,000 meters of diamond drilling by June 2026; and (iii) a preliminary
economic assessment level study by December 2027.
On exercise of the option to acquire 90% of Mendia, the Company will have a further option to acquire
the remaining 10% of Mendia for a maximum of US$3,500,000 in cash, a maximum of 7,000,000
common shares, or a combination thereof. See a complete description of the option terms and the
Vardenis property in the news release dated May 9, 2023.
Mendia and the Optionor are arm's length parties to the Company. There were no finder fees paid in
connection with the transaction.
Pursuant to the TSX Venture Exchange's conditional approval, the Company will file a NI-43-101
compliant report on the Vardenis project no later than November 30, 2023.
Vardenis Exploration
The Company is pleased to announce that it has completed the analysis of historical geochemical and
spectral data collected by Dundee Precious Metals ("
Dundee
") augmented by 720 additional samples
for spectral analysis collected by the Company in July this year (see news release dated June 6, 2023).
This desktop study was followed up by detailed alteration mapping over areas of the project where the
combination of geochemical and spectral data suggests the possibility of porphyry-style mineralization.
The mapping work allowed the definition of the Razmik Cu-Mo porphyry target, which is the current focus
of the exploration work at Vardenis and is being drill-tested for the first time.
Figure 1. Location of the Razmik Cu-Mo porphyry target and additional targets within the large historical
Cu soil anomaly
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/3169/185569_6a8aebf6d4769841_002full.jpg
Razmik Porphyry Target
The Razmik Cu-Mo Porphyry target is likely the center of the entire Vardenis alteration system and for
now is the main exploration target within the property. The system is characterized by a large zone of
quartz-sericite alteration with two centers of B and D-type veinlets (Razmik SE and Razmik NW).
The
quartz-sericite-chlorite core is surrounded by extensive propylitic alteration on its south, east, and west
margins and by preserved advanced argillic on the north and northwest.
The northwest striking sericite to
chlorite-sericite alteration zone is approximately 2.1 km by 0.5 km and represents the core of the
porphyry system.
Figure 2. Alteration, veinlets, and geochemistry overview of the Razmik porphyry.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/3169/185569_6a8aebf6d4769841_003full.jpg
Razmik SE is approximately 450 m by 300 m of multiple outcropping zones of B veinlets surrounded by
D veinlets. Historical sampling of these veinlets shows Mo values up to 600 ppm and Cu up to 0.14%
Cu.
Razmik NW comprises a core of B veinlets measuring 430 m by 230 m surrounded by a zone of pyrite
veinlets of up to 700 m by 400 m.
Historical sampling shows Mo values up to 2,093 ppm (being the
highest Mo value on the property), and 442 ppm Cu.
Razmik NW and SE are separated by zones of
chlorite-sericite clay alteration and also by a post-mineral lava flow, opening the possibility of additional
porphyry mineralization below the post-mineral cover.
Figure 2 shows a summary map of alteration and veinlets from the Razmik porphyry target including both
veinlet centers, Razmik SE and Razmik NW. The sericite to chlorite-sericite that contains the two
porphyry centers transitions to propylitic alteration (chlorite, epidote, calcite, albite, pyrite, magnetite) to
the south and southwest, to advanced argillic (quartz-dickite, quartz-kaolinite) to the northwest, and to
intermediate argillic (illite, smectite, pyrite) to the north and northeast. A small outcrop with remnants of
K-feldspar alteration, quartz and magnetite veinlets was observed on the eastern margin of the Razmik
SE sericitic zone, and a narrow zone of chlorite-magnetite marks the boundary between sericitic and
propylitic alteration in this area.
Figure 3. Examples of porphyry quartz veinlets from Razmik SE.
A
shows dark, narrow and sinuous,
possibly A-type veinlets while B, C, and D show more rectilinear veins with a central suture typical of B-
type veinlets.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/3169/185569_6a8aebf6d4769841_004full.jpg
Drill Targets
Combining the historical work from Dundee with the recent field mapping reveals that the most
prospective area for porphyry copper-moly mineralization is the large Razmik copper anomaly. With its
two centers of B and D-veinlets and high values of Mo in historical samples, Razmik is a target that could
host a significantly large Cu-Mo porphyry deposit.
Both zones of Razmik are accessible by road and therefore easy to be drill tested. A preliminary drill
program is planned for the Razmik porphyry target (Figure 4) comprising a minimum of two diamond drill
holes.
Drill Program Commences
An Atlas Copco CS14 drill rig capable of drilling up to 1,000 meters depth has been mobilized to site.
Initial drill holes will investigate the thickness of the sericitic alteration and the transition from Mo>Cu to
dominant copper (Figures 4 and 5). Final depths will depend on alteration changes and observed
mineralization as the holes advance.
Figure 4.
Location of proposed holes for Razmik NW and Razmik SE, illustrating the envelope of quartz
veinlets on the surface and Mo anomaly as well as existing road access.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/3169/185569_6a8aebf6d4769841_005full.jpg
Figure 5.
Porphyry copper model/animation showing proposed drill holes at Razmik SE and NW,
Vardenis property.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/3169/185569_6a8aebf6d4769841_006full.jpg
Dennis Moore, Fremont's President and CEO, states, "
It has been an exciting two years putting our
Armenian portfolio together.
We now have two very promising projects in Vardenis and Urasar.
It was
not easy starting in a new jurisdiction, but management recognized the enormous opportunities in this
part of the Tethyan belt and believes the Company's shareholders will be rewarded for their patience.
We are
thrilled that the drill rig will be turning at Vardenis and that we will be able to carry out our initial
mapping and surveying at Urasar before winter sets in.
"
Early warning report
William Richard Brown of Vancouver, British Columbia, Canada, did not acquire or dispose of any
securities of the Company to trigger the requirement to file an early warning report. Immediately prior to
the completion of the Private Placement, the Company had 25,869,097 common shares issued and
outstanding and Mr. Brown owned and/or had control over 3,687,500 common shares of the Company,
representing approximately 14.25% of the issued and outstanding common shares of the Company at
such time, on an undiluted basis.
Pursuant to the Private Placement, the Company issued 11,553,000
common shares and the Company now has 37,422,097 common shares issued and outstanding.
Mr.
Brown owns 3,687,500 common shares of the Company, representing approximately 9.85% of the total
issued and outstanding common shares of the Company as at October 27, 2023.
This represents an
approximate 4.40% change in Mr. Brown's ownership and/or control of common shares of the Company
on a non-diluted basis.
The securities owned and/or controlled by Mr. Brown are held for investment
purposes.
Mr. Brown may, depending on market and other conditions, increase or decrease his
ownership of the Company's securities, whether in the open market, by privately negotiated agreements
or otherwise, subject to a number of factors, including general market conditions and other available
investment and business opportunities.
The disclosure above with respect to Mr. Brown's shareholdings contained in this news release is made
pursuant to Multilateral Instrument 62-104 -
Take-Over Bids and Issuer Bids
and a report respecting the
above acquisition will be filed with the applicable securities commissions using the System of Electronic
Document Analysis and Retrieval (SEDAR+) website at
www.sedarplus.ca
.
Qualified Person
The scientific and technical content of this news release was reviewed by Dennis Moore, Fremont's
President, CEO and interim Chairman, who is a Qualified Person as defined by National Instrument 43-
101.
About Fremont Gold
Fremont's mine-finding management team has assembled a portfolio of high-quality copper-gold
projects within the central Tethyan Belt of Armenia with the intention of making world-class size
discoveries.
These projects include the Vardenis copper-gold property located in central Armenia and
the Urasar District gold project in northern Armenia.
Other opportunities in the belt are being evaluated.
The Company also holds three substantial gold properties in Nevada and is in the process of vending
these assets.
On behalf of the Board of Directors,
Dennis Moore
President and CEO, interim Chairman
Telephone:
+351 9250 62196
Email:
www.fremontgold.net
https://twitter.com/GoldFremont
https://www.linkedin.com/company/fremont-gold/
Neither the 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.
Forward-Looking Statements
This news release contains forward-looking statements. All statements other than statements of
historical fact included in this news release, including, without limitation, statements regarding the use
of proceeds from the private placement, the drill program on the Vardenis project and work on the
Urasar project, are forward-looking statements that involve risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements including in respect of planned exploration
activity at each of Vardenis and Urasar. Important factors that could cause actual results to differ
materially from the Company's expectations including the risks detailed from time to time in the filings
made by the Company with securities regulations. The reader is cautioned not to place undue
reliance on any forward-looking information. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The forward-looking statements
contained in this news release are made as of the date of this news release and the Company will
update or revise publicly any of the included forward-looking statements only as expressly required by
Canadian securities law.
Not for distribution to United States newswire services or for dissemination in the United States
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/185569