Enforcer Gold Announces Red Lake Property Acquisition, $1.5 Million Private Placement Financing and Concurrent 3:1 Share Consolidation
TSX VENTURE: VEIN
TORONTO, Oct. 29, 2018 /CNW/ - Enforcer Gold Corp ("Enforcer" or the "Company") (TSX-V: VEIN; FSE: N071) announces that it plans to complete a non-brokered private placement of up to $1,500,000 (the "Private Placement") in conjunction with a property acquisition in the Red Lake area of northwestern Ontario (the "Acquisition") and a share consolidation (the "Consolidation") on the basis of three (3) existing common shares (the "Shares") for one (1) post-Consolidation Share. Completion of the Private Placement, Acquisition and Consolidation will be conditional upon the successful completion of each other and subject to TSX Venture Exchange approval.
Enforcer is pleased to announce that it has signed a Letter of Intent (the "LOI") with 1082545 B.C. Ltd. (the vendor) to acquire a 100% interest in the McKenzie Gold property (the "Property") located just northwest of the historic mining community of Red Lake, Ontario. Pursuant to the LOI, the terms of the acquisition call for the payment of $150,000 to the vendor and the issuance of 2,000,000 post-Consolidation Shares of the Company to 1082545 BC. Ltd and 2,000,000 post-Consolidation Shares of the Company to 1156009 B.C. Ltd. The acquisition constitutes an arm's-length transaction between Enforcer and the other parties. No finder's fees are being paid in connection with the acquisition.
The Property comprises 15 contiguous claims covering 1,348.5 hectares (3,332 acres) within the western portion of the prolific Red Lake gold camp. Gold production in the Red Lake area exceeds 29 million oz, making Red Lake the third largest gold camp in Canada. The high-grade Campbell and Red Lake (formerly Dickenson) mines account for over 80 percent of the production at average recovered grades ranging from 0.56 to 0.68 oz/ton.
The Property is underlain by felsic intrusive rocks of the regionally significant Dome Stock and by sheared greenstone rocks locally intruded by gabbroic sills and dikes. Drilling in 2005 by Cypress Development Corp. ("Cypress") in the southern portion of the project area outlined a strongly silicified and sericite altered east-west trending zone within the Dome Stock that is 600 m long and open on strike and to depth. Quartz veining accompanied by sphalerite, arsenopyrite, chalcopyrite and free gold returned gold values up to 24.0 g/t including 2.2 g/t Au over 6.0 m. This zone lies ~3.4 km west of the Premier Gold Mines' Central Zone (Hasaga Project) with reported indicated and inferred pit-constrained resources of 804,000 oz (0.79 g/t) and 583,000 oz (0.76 g/t), respectively (note: mineralization hosted on adjacent properties are not necessarily reflective of mineralization hosted on the McKenzie Gold property).
Drilling by Cypress in the northern property area intersected anomalous to low-grade gold mineralization within an east-west trending shear zone near the northern margin of the Dome Stock. Most recently, a prospecting program carried out in 2017 discovered 2 new areas of gold mineralization within quartz veins on McKenzie Island. Results of grab samples taken from a flat lying quartz vein in the Dome Stock near the southern edge of the island ranged 9.37 to 331.14 g/t gold (note: grab samples are selective by nature and are unlikely to be representative of average grades). No follow-up has been conducted on the recent discoveries. Of note, flat-lying quartz veins within the nearby McKenzie Stock produced significant gold from underground workings in the McKenzie Red Lake and the Gold Eagle mines.
All technical information for the McKenzie Gold property was sourced from a report titled "NI 43-101 Updated Technical Report on a Group of Crown Mineral Claims Located on McKenzie Island and in the Area of Saint Paul's Bay, Red Lake, Ontario" prepared for 1082545 B.C. Ltd. by Robert D. Marvin, PGeo, and dated May 15, 2018.
Enforcer's management believes that the McKenzie Gold property acquisition provides the Company with a high-quality, early-stage exploration project in an established gold camp. The Company's primary focus will continue to be on the Roger gold-copper project located in Chibougamau, Quebec.
Proposed Private Placement
Enforcer plans to raise up to $1,500,000 through the Private Placement, consisting of up to 16,666,666 units at a post Consolidation price of $0.09 per Unit (the "Units"). Each Unit will consist of one post-Consolidation Share of the Company and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional post-Consolidation Share of the Company at a price of $0.13 for three (3) years. Finder's fees may be paid in connection with the Private Placement subject to and in accordance with the policies of the TSX Venture Exchange. All securities will be subject to a four month hold period from the date of closing.
The Private Placement is subject to TSX Venture Exchange approval and completion of the Consolidation.
The Company proposes to use the proceeds of the financing for exploration and development of the Company's projects, in particular its flagship Roger gold-copper project, as well as potential acquisitions of new mineral properties and for general corporate purposes.
The Company currently has 64,388,734 Shares issued and outstanding and after completion of the Consolidation will have approximately 21,462,911 common shares issued and outstanding, not including any shares that may be issued pursuant to the Private Placement.
The exercise price and the number of Shares issuable under the Company's outstanding warrants and stock options will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof. Fractional common shares will not be issued, and no cash will be paid in lieu of fractional post- consolidation common shares. The number of post-consolidation common shares to be received by a shareholder will be rounded down to the nearest whole common share.
Enforcer's management and board of directors believe that a consolidation of its share capital will better position the Company to raise the funds it requires to finance its ongoing business activities including the acquisition of mineral projects and exploration and development of its projects, and as such, is in the best interest of the Company. The proposed Consolidation has been approved and authorized by Enforcer's board of directors.
The Issuer's articles of incorporation authorize the board of directors to approve certain changes to the Issuer's capital structure, including the consolidation. As such, shareholder approval is not required. The consolidation is subject to approval by the TSX Venture Exchange. The Issuer does not intend to change its name or its current trading symbol in connection with the proposed share consolidation.
About Enforcer Gold Corp
Enforcer Gold Corp is a Canadian-based mineral exploration company and is earning a 50% interest in the royalty-free Roger project from SOQUEM. Roger hosts the Mop-II gold-copper deposit located 5 km from the historic mining center of Chibougamau, Quebec. Enforcer also holds a 100% interest in the Waswanipi gold project located 125 km west of Chibougamau. Both projects are situated within the prolific Abitibi greenstone belt, which has produced over 180 M oz. of gold and over 450 M tonnes of copper-zinc ore since the early 1900s.
Enforcer's President & CEO, Steve Roebuck, PGeo, is a qualified person as defined by National Instrument 43-101 and has reviewed and approved the content of this news release.
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 news release.
This news release contains "forward-looking statements" that are based on expectations, estimates, projections and interpretations as at the date of this news release. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the Company's plans with respect to completion of a share consolidation, the ability to raise the funds to finance its ongoing business activities including the acquisition of mineral projects and the exploration and development of its projects. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors may include, but are not limited to, the results of exploration activities; the ability of the Company to complete further exploration activities; the ability of the Company to complete transactions on terms announced; timing and availability of external financing on acceptable terms and those risk factors outlined in the Company's Management Discussion and Analysis as filed on SEDAR. Enforcer Gold does not undertake to update any forward-looking information except in accordance with applicable securities laws.