Nevada Sunrise Announces Letter of Intent with Emgold Mining for Golden Arrow Project, Nevada
Nevada Sunrise Announces Letter of Intent with Emgold Mining for Golden Arrow
Project, Nevada
TSXV: NEV
VANCOUVER, July 18, 2017 /CNW/ - Nevada Sunrise Gol d Corporation ("Nevada Sunrise" or the
"Company") (TSXV: NEV) is pleased to announce that it has executed a non-binding letter of intent (the
"LOI") with Emgold Mining Corporation (TSXV: EMR, " Emgold") to enter into an option agreement (the
"Option Agreement") on the Golden Arrow property ("Golden Arrow", or the "Property") located 40 miles
(60 kilometres) east of Tonopah in Nye County, Nevada, USA.
The LOI provides that Nevada Sunrise will grant Emg old an option to acquire up to an 80 percent interest
in Golden Arrow in exchange for Emgold meeting the following obligations over a 3-year period from
closing (the Transaction"):
• Cash payments to the Company totaling $250,000 (al l dollar figures are quoted in Canadian dollars);
• Issuance to Nevada Sunrise of 2.5 million units of Emgold, with each unit consisting of one post
consolidation common share and 1 transferable special warrant exercisable for one post
consolidation common share of Emgold at no cost to the Company (a "Unit");
• Incurring $2,750,000 in exploration expenditures.
"We are very pleased that Emgold has committed to t his agreement for Golden Arrow," said Warren
Stanyer, President and CEO of Nevada Sunrise. "Ther e are few properties in Nevada with established
gold resources that have an approved Plan of Operations allowing significant exploration work, and
Emgold has recognized that value. We look forward t o Emgold executing their exploration plan at Golden
Arrow."
To earn an initial 51 percent interest in Golden Arrow (the "First Option"), Emgold has agreed to the
following schedule of cash payments, common share p ayments and exploration expenditures:
Cash payment of $35,000 (non-refundable) upon execu tion of the LOI;
1. Cash payment of $215,000 and issuance of 312,500 Units within 5 days of acceptance of
the transaction by the TSX Venture Exchange (the "TSXV") ("the Closing Date")
2. Issuance of an additional 312,500 Units within 6 months of the Closing Date;
3. Issuance of an additional 312,500 Units and expl oration expenditures of $250,000 within 12
months of the Closing Date;
4. Issuance of an additional 312,500 Units within 1 8 months of the Closing Date;
5. Issuance of an additional 312,500 Units and expl oration expenditures of an additional
$1,250,000 within 24 months of the Closing Date.
Summary of Emgold's obligations to exercise the Fir st Option and earn a 51 percent interest in
Golden Arrow: $250,000 cash, 1,562,500 Units and $ 1,500,000 in exploration expenditures.
Upon Emgold exercising the First Option, a joint venture would be formed, and Emgold will act as
operator of exploration. Nevada Sunrise would not be obligated to contribute to exploration expenditures
until Emgold completes the second stage of the option agreement.
To earn an additional 29 percent interest in Golden Arrow (the "Second Option"), Emgold has agreed to
the following schedule of cash payments, common sha re payments and exploration expenditures:
1. Issuance of an additional 468,750 Units within 3 0 months of the Closing Date;
2. Issuance of an additional 468,750 Units and addi tional exploration expenditures of
$1,250,000 within 36 months of the Closing Date;
Summary of Emgold's obligations to exercise the Sec ond Option and earn an 80 percent interest
in Golden Arrow: an additional 937,500 Units and an additional $1,250,000 in exploration
expenditures.
Should Emgold not have incurred $1,250,000 in exploration expenditures required to complete the
Second Option within the scheduled 12 month period, and provided it gives written notice of its intent ion
to extend the Option Period to Nevada Sunrise not less than 30 days' prior to the expiration of the Second
Option, it would have an additional 12 months to incur these expenditures and its interest in the Joint
Venture would be reduced to 75 percent. During the extension period, Nevada Sunrise would not be
required to contribute to the Joint Venture.
After its exercise of the Second Option, and provided it holds at least a 75 percent interest in the Project,
Emgold shall have the option to purchase the Compan y's participating interest in Golden Arrow, ranging
from a maximum $10.0 million cash payment for a 25 percent interest to a minimum $1.65 million cash
payment for an 11 percent interest. If any party to the joint venture falls below a 10 percent interes t in the
joint venture, the other party will have the option of purchasing the diluted party's remaining interest for
$1.0 million.
Nevada Sunrise and Emgold have agreed to negotiate a definitive agreement as soon as practicable,
which would include requirements that Nevada Sunrise's shareholdings in Emgold would not be equal to
or exceed 10 percent of the then issued and outstan ding shares of Emgold until such time as Emgold has
obtained shareholder approval for the Company to become a "control person" of Emgold. Emgold's
obligation to close the transaction is subject to customary conditions, including:
1. Emgold's completion of satisfactory due diligenc e on the Property;
2. Emgold's completion of a minimum 10:1 consolidat ion of its currently issued and
outstanding common shares;
3. Emgold's receipt of cash proceeds from a contemp lated post-consolidation equity financing
in the amount necessary to pay: (i) related fees and expenses of the Transaction; (ii) the
second Property payment of $215,000; (iii) general corporate overhead for 6 months; and
(iii) the first 12 months of minimum Exploration Expenditures on the Property in the amount
of $250,000;
4. the Board of Directors and shareholders (if nece ssary) of Emgold and Nevada Sunrise
approving the Transaction;
5. the receipt of any regulatory approvals and thir d party consents, if necessary, on terms
satisfactory to the Parties, acting reasonably, including the acceptance of the Transaction,
and the issuance of the Units to Nevada Sunrise as described above, by the TSXV; and
6. the Parties' execution of the definitive agreeme nt and any ancillary agreements.
The Company has agreed to deal exclusively with Emg old in connection with the proposed option of the
Golden Arrow property for a period of 90 days, during which Nevada Sunrise and Emgold intend to settle
the definitive terms of the Option Agreement. Emgo ld has the right to extend the period to finalize the
Option Agreement by up to sixty days.
About Golden Arrow
Golden Arrow consists of 357 unpatented claims and 17 patented claims on the western flank of the
Kawich Range approximately 40 miles (60 kilometres) southeast of Tonopah, Nevada. The Property is
situated on the eastern margin of the Walker Lane Structural Belt in a mining district with a long history of
precious metals mining and exploration.
Golden Arrow hosts an estimated Measured and Indicated resource of 296,500 ounces o f gold and
4,008,000 ounces of silver contained in 12,172,000 tonnes at an average grade of 0.024 oz/t gold, and
0.33 oz/t silver. It also hosts an estimated Inferred resource of 50,400 ounces gold and 1,249,0 00
ounces silver contained in 3,790,000 tonnes at an average grade of 0.013 oz/t gold and 0.33 oz/t silver.
Silver to gold ratio is 55 to 1; variable cutoff grades are 0.01 oz/t gold for oxide and 0.015 oz/t gold for
unoxidized (resource estimates calculated by Mine D evelopment Associates, Reno, NV, May 2009 – for
further information access the link to National Instrument 43-101 technical report entitled "Updated
Technical Report on the Golden Arrow Project, Nye County, Nevada, USA", by Mine Development
Associates of Reno, Nevada, co-authored by Steven R istorcelli, C.P.G., and Odin Christensen, Ph.D.,
C.P.G. dated May 1, 2009, located in "Investors" at www.nevadasunrise.ca or under Nevada Sunrise's
filed public documents at www.sedar.com ).
Nevada Sunrise, through its wholly-owned Nevada sub sidiary Intor Resources Corp., submitted a Plan of
Operations (the "Plan") for Golden Arrow to the U.S. Bureau of Land Management (the "BLM") in early
2015. The Plan contemplates approximately 240,000 f eet (73,170 metres) of drilling in up to 240 holes to
explore for new areas of gold mineralization on the Property, and to potentially expand the known gold
resources. In February 2016, an Environmental Asses sment for Golden Arrow was filed online by the
BLM. After a period of public review, the Plan was approved on May 11, 2016.
To review the Golden Arrow Environmental Assessment and other documents related to the permitting
process, please visit: http://1.usa.gov/23ZvuY0
The technical information contained in this news release for Golden Arrow was reviewed and approved by
Steven Ristorcelli, C.P.G., a qualified person as defined by National Instrument 43-101.
About Nevada Sunrise
Nevada Sunrise is a junior mineral exploration comp any with a strong technical team based in
Vancouver, BC, Canada, that holds interests in nine gold and lithium mineral exploration projects in the
State of Nevada, USA.
The Company's two key gold assets include a 100% in terest in the Golden Arrow project near Tonopah,
and a 21% interest in a joint venture with Liberty Gold Corp. (TSX: LGD, formerly Pilot Gold Inc.) at
Kinsley Mountain, with each of the properties subject to certain production royalties.
Nevada Sunrise began acquisitions of Nevada lithium properties in September 2015, which include
options to earn 100% interests in the Neptune (Resolve Ventures, TSXV: RSV owns a 25% interest in
Neptune), Clayton Northeast and Triton projects, and a 100% interest in the Aquarius project, all located
in the Clayton Valley area. The Company also holds options to earn 100% interests in the Jackson Wash
and Atlantis lithium projects, and holds a 3% gross overriding royalty interest in in the Gemini lithium
project, each located in playas proximal to the Clayton Valley. The Company has optioned six of its
Nevada lithium projects to Advantage Lithium Corp., (TSXV: AAL), who has earned a 51% interest in
Clayton Northeast, Triton, Aquarius, and Jackson Wa sh projects, and a 50% interest in the Gemini
project. The Atlantis project is currently under option to American Lithium Corp. (TSXV: LI).
Forward Looking Statements
All statements in this release, other than statements of historical fact, are "forward-looking information"
with respect to Nevada Sunrise Gold Corporation ("Nevada Sunrise") within the meaning of applicable
Canadian securities laws, including the letter of intent signed with Emgold Mining Corporation, the
amount of future exploration work, the timing of the negotiation and completion of the Option Agreement,
and statements regarding the resource estimates at Golden Arrow. Forward-looking information is often,
but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate",
"expect", "project", "predict", "potential", "targeting", "intends", "believe", "potential", and similar
expressions, or describes a "goal", or variation of such words and phrases or state that certain actions,
events or results "may", "should", "could", "would", "might" or "will" be taken, occur or be achieved. These
statements involve known and unknown risks, uncerta inties and other factors which may cause the actual
results, performance or achievement of Nevada Sunrise to differ materially from those anticipated in s uch
forward-looking information.
Such factors include, among others, risks related to the interpretation and actual results of historic al
exploration at the Golden Arrow property; the results of Emgold's due diligence on the Golden Arrow
property; the satisfaction of the conditions to closing set out above, including Emgold's third party
financing, share consolidation and regulatory approvals; reliance on technical information provided by
third parties on any of our exploration properties, including access to historical information on the Golden
Arrow property; current exploration and development activities; changes in project parameters as plans
continue to be refined; current economic conditions; future prices of commodities; possible variations in
grade or recovery rates; the failure of equipment to operate as anticipated; the failure of contracted
parties to perform; labor disputes and other risks of the mining industry; delays in obtaining governmental
approvals; delays in financing or in the completion of exploration, as well as those factors discussed in
the section entitled "Risk Factors" in the Company's Management Discussion and Analysis for the Six
Months Ended March 31, 2017, which is available under Company's SEDAR profile at www.sedar.com .
Although Nevada Sunrise has attempted to identify i mportant factors that could cause actual actions,
events or results to differ materially from those described in forward-looking information, there may be
other factors that cause actions, events or results not to be as anticipated, estimated or intended. There
can be no assurance that such information will prove to be accurate as actual results and future event s
could differ materially from those anticipated in such statements. Nevada Sunrise disclaims any intent ion
or obligation to update or revise any forward-looking information, whether as a result of new informat ion,
future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking
information.
Forward-looking statements are made as of the date hereof and accordingly are subject to change after
such date. Except as otherwise indicated by Nevada Sunrise, these statements do not reflect the
potential impact of any non-recurring or other special items or of any dispositions, monetizations,
mergers, acquisitions, other business combinations or other transactions that may be announced or that
may occur after the date hereof. Forward-looking st atements are provided for the purpose of providing
information about management's current expectations and plans and allowing investors and others to get
a better understanding of our operating environment. Nevada Sunrise does not undertake to update any
forward-looking statements that are included in this document, except in accordance with applicable
securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of TSX Venture Exchange) accepts responsib ility for the adequacy of accuracy of this
release. The Securities of Nevada Sunrise Gold Corp oration have not been registered under the
United States Securities Act of 1933, as amended, a nd may not be offered or sold within the
United States or to the account or benefit of any U.S. person.
SOURCE Nevada Sunrise Gold Corporation
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%SEDAR: 00026824E
For further information: Warren Stanyer, President and Chief Executive Officer, Telephone: (604)
428-8028, Facsimile: (604) 484-7143, email: [email protected]
CO: Nevada Sunrise Gold Corporation
CNW 08:30e 18-JUL-17