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TDG Gold Corp. Signs Definitive Agreement To Acquire Advanced Stage “Nueva Esperanza” Silver-gold Project in the Maricunga Belt, Chile

WHITE ROCK, BC / ACCESSWIRE / October 13, 2021 / TDG Gold Corp (TSXV:TDG) (the "Company" or "TDG") is pleased to announce that it has entered into a binding,…

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WHITE ROCK, BC / ACCESSWIRE / October 13, 2021 / TDG Gold Corp (TSXV:TDG) (the “Company” or “TDG”) is pleased to announce that it has entered into a binding, definitive agreement (“Agreement“) between the Company and ASX-listed Kingsgate Consolidated Limited (“Kingsgate“) for the acquisition of the advanced stage “Nueva Esperanza” silver-gold project, located in the Maricunga Belt of the Atacama Region of Northern Chile (the “Acquisition“). The Agreement supersedes the non-binding letter of intent announced June 29, 2021. (All dollar amounts are in Canadian Dollars unless specified otherwise.)

Nueva Esperanza
The Nueva Esperanza project is located in the northern half of the Maricunga Belt, 140 kilometres (“km“) northeast of the city of Copiapo, which is a regional mining centre. It is situated at 4,000-4,200 metres (“m“) elevation and encompasses three mining areas, Arqueros, Chimberos and Teterita, with permits for development and comes with associated water rights. On April 13, 2016, Kingsgate published a JORC prefeasibility study[1], including estimation of a mineral resource and mineral reserve titled “Nueva Esperanza Pre-feasibility Study” (see Kingsgate’s announcement of the prefeasibility study on April 13, 2016).

In July 2020, the Nueva Esperanza project was granted Environmental Impact Assessment approval allowing the pre-development, construction and operation of the project (see Kingsgate’s news release dated July 14, 2020).

TDG has completed extensive legal and technical due diligence reviews on the Nueva Esperanza project and concluded that the project offers an opportunity for significant value creation for TDG shareholders and other stakeholders, with the objective of transforming TDG into a silver-focused advanced exploration and development company.

As part of its due diligence, TDG commissioned Sue Bird, P.Eng. of MMTS (Moose Mountain Technical Services) to undertake an independent mineral resource estimate for the Nueva Esperanza project in accordance with NI 43-101. On July 08, 2021, TDG announced a current mineral resource estimate for the Nueva Esperanza supported by an independent NI 43-101 technical report.

Binding Agreement
Under the terms of the Agreement, the Acquisition is subject to certain closing conditions including, but not limited to, the concurrent equity financing being co-led by BMO Capital Markets and RBC Capital Markets (see TDG’s news release of July 27, 2021), and the approval of the TSX Venture Exchange. Upon closing, the Acquisition would be transformative for TDG, creating a leading pure precious metals focused company with the ambition to rapidly advance both the Nueva Esperanza project in Chile and TDG’s Shasta project in BC’s Toodoggone Production Corridor to production decisions.

As a condition to the closing of the acquisition, TDG has agreed to raise a minimum of $35,000,000 in an equity financing (the “Concurrent Financing“). Further announcements will follow in due course regarding the financing arrangements.

Key Transaction Terms
Under the terms of the Agreement, in exchange for 100% ownership of Kingsgate’s Chilean subsidiary that holds the Nueva Esperanza project, TDG will pay to Kingsgate the following consideration:

  • $25,000,000 cash on closing, subject to certain working capital and other adjustments.
  • 14.0% of TDG’s outstanding common shares calculated on a post-closing basis (inclusive of any shares issued in a concurrent financing).
  • Up to $25,000,000 in future milestone payments, again subject to certain adjustments, of which up to $10,000,000 may be settled in TDG common shares at TDG’s discretion, with the applicable milestones as follows:
    • a cash payment of $6,250,000 on or before the date that is three months following the date that TDG completes a feasibility study in respect of the Nueva Esperanza project;
    • at TDG’s election, either a cash payment of $5,000,000 or the issuance of 10,000,000 common shares on or before the date that a construction decision is made in respect of the Nueva Esperanza project;
    • at TDG’s election, either a cash payment of $5,000,000 or the issuance of 10,000,000 common shares on or before the first anniversary of the commencement of commercial production at the Nueva Esperanza project, as defined in the Agreement (“Commercial Production”); and
    • A cash payment of $8,750,000 on or before the second anniversary of Commercial Production.

In connection with the Agreement, the Company will enter into an investor rights agreement with Kingsgate (the “Investor Rights Agreement“) to grant Kingsgate certain rights to be set out in the Investor Rights Agreement, including that:

  • So long as Kingsgate owns 10% or more of the issued and outstanding shares of TDG it will be entitled to designate one nominee to the Board of Directors of TDG.
  • For 24 months following closing of the Agreement, Kingsgate will have the right to participate in the issuance of securities offerings to maintain its percentage interest and/or to increase its percentage ownership interest to up to 19.9% of then outstanding shares of TDG.

The Acquisition is subject to TSX Venture Exchange (the “Exchange“) review and approval as well as other conditions precedent, including the completion of the Concurrent Financing. Subject to receiving confirmed orders to the Concurrent Financing in the amount of at least $35,000,000 by October 31, 2021, and the payment by TDG of a non-refundable deposit to Kingsgate in the amount of $500,000, the outside date for the completion of the Acquisition will be November 30, 2021, which date may be extended to December 15, 2021, if factors outside the reasonable control of TDG have prevented closing before November 30, 2021.

About TDG Gold Corp.
TDG is a major holder of mineral claims and mining leases in the historical Toodoggone Production Corridor of north-central British Columbia, Canada, with over 23,000 hectares of brownfield and greenfield exploration opportunities under direct ownership or earn-in agreement. TDG’s flagship projects are the former producing, high-grade gold-silver Shasta, Baker and Mets mines, which are all road accessible, produced intermittently between 1981-2012, and have over 65,000 metres of historical drilling. In 2021, TDG proposes to advance the projects through compilation of historical data, new geological mapping, geochemical and geophysical surveys, and drill testing of the known mineralization occurrences and their extensions. The Company has entered into a binding agreement to acquire the Nueva Esperanza silver-gold advanced exploration and development project located in the Maricunga Belt of northern Chile, subject to closing conditions being satisfied. TDG currently has 70,867,903 common shares issued and outstanding.

ON BEHALF OF THE BOARD

Fletcher Morgan
Chief Executive Officer

For further information contact:
TDG Gold Corp.,
Telephone:+1.604.536.2711
Email: [email protected]

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.

This press release contains forward looking statements within the meaning of applicable securities laws. The use of any of the words “ambition”, “estimate”, “concluded”, “offers”, “objective”, “may”, “will”, “should”, “potential” and similar expressions are intended to identify forward looking statements. In particular, this press release contains forward looking statements concerning the completion of the proposed acquisition of the Nueva Esperanza project, the completion of concurrent equity financing, and the potential development of the Nueva Esperanza project and the Company’s existing mineral properties, including the completion of feasibility studies or the making of production decisions in respect thereof. Although the Company believes that the expectations and assumptions on which the forward looking statements are based are reasonable, undue reliance should not be placed on the forward looking statements because the Company cannot give any assurance that they will prove correct. Since forward looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with the completion of other conditions precedent to the Acquisition, including the receipt of regulatory approvals, the state of equity financing markets, and results of future exploration activities by the Company.

Management has provided the above summary of risks and assumptions related to forward looking statements in this press release in order to provide readers with a more comprehensive perspective on the Company’s future operations. The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward looking statements, whether as a result of new information, future events or results or otherwise.

[1] JORC (Joint Ore Reserves Committee) standards are not in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the prior mineral resource, mineral reserve and results of the study should therefore be treated as historical information and should not relied upon.

SOURCE: TDG Gold Corp.

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Author: TDG Gold Corp.

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American Manganese Appoints Director

SURREY, BC / ACCESSWIRE / October 22, 2021 / American Manganese Inc. (TSXV:AMY)(OTCQB:AMYZF)(FSE:2AM) ("AMY" or the "Company") is pleased to announce that…

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SURREY, BC / ACCESSWIRE / October 22, 2021 / American Manganese Inc. (TSXV:AMY)(OTCQB:AMYZF)(FSE:2AM) (“AMY” or the “Company“) is pleased to announce that Dr. Paul Hildebrand, LlB., PhD., has been appointed a director of the Company. Dr. Hildebrand has been a practicing lawyer in British Columbia for over 40 years and has a doctorate in economics in addition to his law degree and Master of Science degree in mathematics. He was previously a director of AMY from 2007 to 2013.

The Company’s board of directors has granted Dr. Hildebrand 400,000 stock options with an exercise price of $0.80 per share and expiring five years from today.

Larry Reaugh, CEO says Dr. Hildebrand has proven his abilities especially in the field of litigation and is a welcome addition to the Company.

About American Manganese Inc.

American Manganese Inc. is a critical metals company focused on the recycling of lithium-ion batteries with the RecycLiCo™ patented process. The RecycLiCo™ patented process was developed to offer a closed-loop and environmentally friendly solution for the recycling of cathode materials used in lithium-ion batteries. The recycling process provides high extraction and purity of cathode metals, such as lithium, cobalt, nickel, manganese, and aluminum. The RecycLiCo™ process was designed with the goal to produce recycled battery products that could be seamlessly and directly integrated into the re-manufacturing of battery cathodes using minimal processing steps.

On behalf of Management

AMERICAN MANGANESE INC.

Larry W. Reaugh
President and Chief Executive Officer
Telephone: 778 574 4444
Email: [email protected]

www.americanmanganeseinc.com
www.recyclico.com

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.

SOURCE: American Manganese Inc

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https://www.accesswire.com/669330/American-Manganese-Appoints-Director



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Silver Elephant Closes Second Tranche of Private Placement for Gross Proceeds of $1,025,800

VANCOUVER, BC / ACCESSWIRE / October 22, 2021 / Silver Elephant Mining Corp. ("Silver Elephant" or the "Company") (TSX:ELEF, OTCQX:SILEF, Frankfurt:1P2N)…

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VANCOUVER, BC / ACCESSWIRE / October 22, 2021 / Silver Elephant Mining Corp. (“Silver Elephant” or the “Company”) (TSX:ELEF, OTCQX:SILEF, Frankfurt:1P2N) announces that, further to its news release dated September 6, 2021, it has closed the second tranche (the “Closing“) of its previously announced private placement offering of 15,000,000 common shares of the Company (“Shares“) at a price per Share of $0.22 for aggregate gross proceeds of $3,300,000 (the “Offering“). Pursuant to the Closing, the Company issued an aggregate of 4,662,727 Shares for aggregate gross proceeds from the Closing of $1,025,800.

Subsequent to its news release dated September 6, 2021, the Company filed for, and received conditional approval to, increase the fully subscribed Offering from 15,000,000 common shares to 17,000,000 common shares for gross proceeds of $3,740,000.

In connection with the Closing, the Company paid $31,020 in cash and issued 141,000 common share purchase warrants (“Finder’s Warrants“) to certain finders as finder’s fees. Each Finder’s Warrant is exercisable to acquire one common share of the Company at a price of $0.26 until October 21, 2022.

The securities issued in connection with the Closing are subject to a regulatory hold period expiring on February 22, 2022.

The Closing proceeds are expected to be used for the Company’s mineral project development and for general working capital purposes.

About Silver Elephant

Silver Elephant Mining Corp. is a premier mining and exploration company in silver, nickel, and vanadium.

Further information on Silver Elephant can be found at www.silverelef.com.

SILVER ELEPHANT MINING CORP.

ON BEHALF OF THE BOARD

“John Lee”
Executive Chairman

For more information about Silver Elephant, please contact Investor Relations:

+1.604.569.3661 ext. 101
[email protected]

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release, including statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding Silver Elephant’s future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

These factors should be considered carefully, and readers should not place undue reliance on the Silver Elephant’s forward-looking statements. Silver Elephant believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although Silver Elephant has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Silver Elephant undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.

None of the securities to be issued pursuant to the Offering have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

SOURCE: Silver Elephant Mining Corp.

View source version on accesswire.com:
https://www.accesswire.com/669326/Silver-Elephant-Closes-Second-Tranche-of-Private-Placement-for-Gross-Proceeds-of-1025800




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Stroud Resources Updates Drilling at Santo Domingo Silver Project, Mexico

TORONTO, Oct. 22, 2021 (GLOBE NEWSWIRE) — Stroud Resources Ltd. (TSXV-SDR) (“Stroud” or the “Company”) is pleased to provide an update to its…

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TORONTO, Oct. 22, 2021 (GLOBE NEWSWIRE) — Stroud Resources Ltd. (TSXV-SDR) (“Stroud” or the “Company”) is pleased to provide an update to its 2021 Phase 1 drilling program at its Santo Domingo Silver Property (“Santo Domingo” or the “Property”), located in Hostotipaquillo, State of Jalisco, Mexico.

To date, the Company has completed 5,725 metres in 14 diamond drill holes as part of its Phase 1 exploration drilling program (Table 1). The drilling program was designed to explore the extent of known vein-hosted silver mineralization on the Property and to begin to define additional silver mineralized zones and vein systems which are anticipated to run parallel to the existing La Raya and Guadalupe silver vein systems. The Company’s Drilling Permit covers 13 drill pads (drill setups) located across the Property and from which 50 diamond drill holes were planned.

Drilling has been slow due to difficult topography, poor ground conditions, and COVID-19 related challenges. In addition, significant historical mine workings throughout the Property have also required slow and careful drilling. Five additional holes to those listed in Table 1 were abandoned after encountering mine workings and being unable to recover the hole (Figure 1).

Table 1. Summary of drill holes completed to date, Phase 1 drilling program.

Drill Hole East North Elevation Azimuth Dip Length (m) Hole Type Vein System Target
SD-21-46 606383 2334194 1151 230 -50 309 Exploration Guadalupe
SD-21-47 606383 2334194 1151 230 -65 350 Exploration Guadalupe
SD-21-48 606383 2334194 1151 230 -80 375 Exploration Guadalupe
SD-21-53 606540 2334185 1130 230 -55 384 Exploration Guadalupe
SD-21-54 606540 2334185 1130 230 -65 324 Exploration Guadalupe
SD-21-56 606540 2334185 1130 230 -85 293 Exploration Guadalupe
SD-21-68A 606531 2334449 1039 230 -55 405 Exploration Guadalupe
SD-21-71 606621 2334417 991 230 -50 297 Delineation La Raya
SD-21-73 606540 2334185 1130 50 -65 423 Exploration La Raya HW
SD-21-74 606440 2334207 1146 50 -65 403 Exploration La Raya HW
SD-21-80 606058 2334180 1160 230 -50 534 Exploration Santa Fe/Santa Clara
SD-21-81 606058 2334180 1160 230 -70 540 Exploration Santa Fe/Santa Clara
SD-21-82 606058 2334180 1160 50 -65 537 Exploration Santa Fe/Santa Clara
SD-21-84 606328 2334142 1166 230 -55 552 Exploration Santa Fe/Santa Clara

Datum/Coordinate system: WGS 84 / UTM zone 13N

The first two setups (1 and 3) of the drilling program explored the western edge of the Property stepping out about 200 m south from existing mineralization in the Guadalupe Vein System (Figure 1). Holes SD-21-46, SD-21-47 and SD-21-48 were drilled from setup 1 and holes SD-21-53, SD-21-54 and SD-21-56 were drilled from setup 3. These drill holes intersected the silver vein host rocks (agglomerates) but did not produce significant mineralization. However, the geological continuity of the structure was confirmed as evidenced by quartz ± calcite veinlets and breccias with traces of fine pyrite.

Setup 12 is located 300 metres west of setup 1 and was chosen to explore for any lateral movement of the system in that direction, evidenced by the historical Santa Fe and Santa Clara mines. From setup 12, hole SD-21-80 remained in the cover rocks (grey crystal-lithic tuff), suggesting that the mineralized target rocks are located much deeper in this area, perhaps due to faulting. Hole SD-21-80 did intersect a narrow vein of mainly silver-bearing galena and lesser iron-poor sphalerite at about 264 metres.

Hole SD-21-81 was drilled parallel to hole SD-21-80 but with a steeper dip, intersecting two mineralized zones of grey quartz veining with abundant pyrite and hematite at about 140 m and 180 metres.

Hole SD-21-82 tested a parallel vein system west of Guadalupe and east of SD-21-81 by drilling in the opposite direction. It hit favourable rock but did not intersect significant mineralization.

Figure 1 is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/6b0eb144-0be1-4a20-87f0-4aa1fc4c1df3

Sampling and assaying of the drill core has begun. The Company was delayed awaiting electrical repairs to its core saw and approval from the electrical authority. The Company anticipates sending its samples to the lab this week and will report on results as they become available.

Dr. Derek McBride, P. Eng. is the Qualified Person as defined by National Instrument 43-101 and is responsible for the technical information contained in this news release.

About Stroud Resources Ltd.

Stroud Resources is a TSXV listed company focused on the exploration and development of its Santo Domingo epithermal silver project in central Mexico.

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY  FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

The information contained herein contains “forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be “forward-looking statements”.

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to the interpretation of the drill results, geology, grade and continuity of mineral deposits.
Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company’s expectations or projections.

For more information, please visit www.stroudsilver.com or contact Mirsad Jakubovic, Chief Financial Officer, Stroud Resources Ltd., Tel: (416) 888-8731, [email protected] 





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