THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
~ Funds to be Used to Purchase and Develop El Cubo ~
VANCOUVER, BC / ACCESSWIRE / January 25, 2020 / VanGold Mining Corp (the "Company" or "VanGold") (TSXV:VGLD) announces that due to increased demand and to allow for participation from existing security holders who may not otherwise qualify as accredited investors, the Company has expanded the size of its non-brokered private placement financing announced December 23, 2020 (the "Private Placement") and expanded on January 19, 2021. The Private Placement will now consist of a total of 48,500,000 units ("Units") at a price of $0.30 per Unit for gross proceeds of $14,550,000. Each Unit will consist of one common share of the Company and one half (1/2) of a common share purchase warrant (each whole warrant a "Warrant"); with each Warrant entitling the holder to purchase an additional common share of the Company at a price of $0.45 within three years of closing, subject to acceleration in certain events. All other terms of the Private Placement as announced on December 23, 2020 remain the same.
The Private Placement remains subject to acceptance of the TSX Venture Exchange (the "TSXV") and is expected to close immediately prior to or concurrent with the Company's acquisition of the El Cubo mine and mill complex ("El Cubo"). The Company may pay finder's fees in cash, shares and/or warrants to certain finders in connection with the sale of Units in accordance with the policies of the TSXV and all securities issued pursuant to the Private Placement will be subject to a four month hold period from the date of closing.
Reinstatement of Trading:
The Company has submitted documentation pertaining to its acquisition of El Cubo (the "Acquisition"), as well as the Company's budget and financing plans in relation to the Acquisition, to the TSXV for review. Upon completion of that review process the Company expects its shares to be reinstated for trading on the TSXV.
El Cubo Mine and Mill:
On December 18, 2020 the Company announced it had signed a binding LOI with Endeavour Silver Corp. (the "Endeavour Agreement") to acquire El Cubo. Click here to see full news release. The El Cubo plant and tailings facilities are currently on short term care and maintenance and VanGold intends to re-start the mill at approximately 750 tonnes per day using mineralized material from its existing surface and underground stockpiles at El Pinguico as a significant portion of its estimated throughput for the first 36 months of operation.
As reported by Endeavour on January 29, 2020 [i], as at December 31, 2019, El Cubo contained the following silver-gold resources:
Ag Eq oz
VanGold is not treating these estimates as current mineral resources as a qualified person on behalf of VanGold has not done sufficient work [ii] to classify these estimates as current resources. [iii] However, as such resources were derived from 19 different veins on the property, the Company believes El Cubo hosts excellent exploration possibilities for the future.
Under the Endeavour Agreement, VanGold will acquire the El Cubo mine, the El Cubo mill (known also as the El Tajo mill), and approximately 7,000 hectares of prospective mining concessions located adjacent to the El Cubo mill and within the greater Guanajuato mine region. The Acquisition remains subject to acceptance of the TSXV.
VanGold's El Pinguico Project:
El Pinguico is a high-grade gold and silver deposit that was mined from the early 1890s until 1913. Toward the end of that period it was mined exclusively by The Pinguico Mines Company of New York City, whose shares traded on the Boston and New York Stock Exchanges. The mining was done principally from the El Pinguico and El Carmen veins, which are thought to be splays off the Mother Vein, or ‘Veta Madre'.
The Veta Madre is associated with a mega fault that outcrops for 25 kilometres and is the most important source of precious metal mineralization in the region. Current geologic interpretation, based on regional mapping and projections from the Veta Madre developed at adjacent historic mine operations, suggest that the Veta Madre vein system may cross VanGold's property at depth, underneath the high grade El Pinguico and El Carmen veins. Very limited drilling has been done on the property and no drilling has yet attempted to encounter the Veta Madre at depth. The intersection of these major vein structures are excellent exploration targets and may result in zones of significant size and grades.
Hernan Dorado Smith, a director of VanGold and a "qualified person" as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects, has approved the scientific and technical information contained in this news release.
Existing Securityholder Exemption within the Private Placement.
The Private Placement is being made pursuant to certain exemptions from the prospectus requirements in Canada to "accredited investors", "family members, close friends and business associates" of directors and executive officers of the Company, and now to existing shareholders of the Company under the "existing securityholder exemption" (the "Existing Securityholder Exemption"). The Company has allocated up to a maximum of 1,500,000 Units for gross proceeds of up to $450,000 for sale to existing shareholders under the Existing Securityholder Exemption on a "first come first serve".
For existing shareholders, the Private Placement is available to all shareholders of the Company as at January 15, 2021, (the "Record Date") who satisfy the criteria for participating in the Private Placement under the Existing Securityholder Exemption including that the shareholder: (a) was a shareholder of the Company on the Record Date (and is still a shareholder), (b) is purchasing the Units as a principal (i.e. for their own account and not for any other party), (c) may not purchase more than C$15,000 of securities from the Company in any 12 month period unless the shareholder has obtained advice regarding suitability of the investment from a registered investment dealer; and (d) must execute and deliver a subscription agreement in the required form which includes the requirements of the Existing Securityholder Exemption. Any persons who become shareholders of the Company after the Record Date are not permitted to participate in the Private Placement using the Existing Securityholder Exemption, but other exemptions may still be available to them. Shareholders interested in participating in the Private Placement under the Existing Securityholder Exemption should consult with their investor advisor or contact the Company as soon as possible as this portion of the Private Placement will be allocated on a first come first serve basis such that a subscription received from an existing shareholder may not be accepted by the Company if the allocation under the Existing Securityholder Exemption is over subscribed.
The Company plans to allocate the gross proceeds raised under the Existing Shareholder Exemption in the amount of $450,000 (assuming the Existing Shareholder Exemption is fully subscribed for) towards the refurbishment of the El Cubo mill for operation ($300,000) and the delineation and development of the historic resources identified by Endeavour Silver Corp. ($150,000).
About VanGold Mining Corp.
VanGold Mining is an exploration and development company engaged in reactivating high-grade past producing silver and gold mines near the city of Guanajuato, Mexico. The Company's El Pinguico project is a significant past producer of both silver and gold located just 7 kilometers south of the city. The Company remains focused on the near-term potential for development and monetization of its surface and underground stockpiles of mineralized material at El Pinguico, and in delineating silver and gold resources through underground and surface drilling on projects located in this historic mining camp.
ON BEHALF OF THE BOARD OF DIRECTORS
Chairman and CEO
For further information regarding VanGold Mining Corp, please contact:
James Anderson, Director, +1 (778) 989-5346
Continue to watch our progress at: www.vangoldmining.com
This new release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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.
This news release contains certain forward-looking statements and information, which relate to future events or future performance including, but not limited to, the conditions and expected timing for reinstatement of the Company's shares for trading on the TSXV, the successful acquisition of El Cubo on the proposed terms and estimated timing for closing thereof, the ability of VanGold to raise the necessary funding to purchase El Cubo on the terms and conditions contemplated including the final amount, terms, allocation and use of proceeds of the Private Placement, the ability of VanGold to successfully re-start the El Cubo mill and supply sufficient mineralized material from El Cubo and the Company's El Pinguico project for processing through the El Cubo mill at projected rates, the ability to generate positive cash flow from the El Cubo mill as contemplated or at all, the exploration and development potential of El Cubo and the potential existence of mineral resources thereon, and the potential intersection at depth of the "Veta Madre" with the Company's El Pinguico and El Carmen veins. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, currency rate fluctuations, actual results of exploration and development activities, unanticipated geological formations and characteristics, environmental risks, future prices of gold, silver and other metals, operating risks, accidents, labor issues, delays in obtaining governmental or regulatory approvals and permits, and other risks in the mining industry. There are no assurances that VanGold will successfully finance and complete the acquisition of El Cubo on the terms contemplated or at all or, if acquired, that the Company will be able to re-start the El Cubo mill to process mineralize materials in the amounts and at the costs anticipated. In addition, there is uncertainty about the spread of COVID-19 and the impact it will have on the Company's operations, supply chains, ability to access El Pinguico or El Cubo or procure equipment, contractors and other personnel on a timely basis or at all and economic activity in general. All the forward-looking statements made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. 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 save as required by law.
VANGOLD MINING CORP.
CA: Suite 2820 - 200 Granville Street, Vancouver B.C. V6C 1S4
MX: Carretera - Guanajuato - Silao km 5.5, Int 4, Col. Marfil CP36250, Guanajuato, Gto., Mexico
[i] Extracted from Endeavour's news release dated January 29, 2020.
[ii] These figures are historical in nature, have not been verified by VanGold and should not be relied upon. A thorough review by VanGold's "qualified person" of all historic data, along with additional exploration and validation work to confirm results and estimation parameters, would be required in order to produce a current mineral resource estimate for El Cubo.
[iii] Endeavour reported that its El Cubo mineral resource estimates were (a) calculated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) and CIM Standards on Mineral Resources and Reserves, (b) cut-off grades were based on a 196 g/t silver equivalent for Area II (that comprises Dolores Mine) of El Cubo and 238 g/t silver equivalent for Areas I and IV (that comprises Santa Cecilia and San Nicolas Mines) of El Cubo, (c) silver equivalent grades and ounces are based on 80:1 silver:gold ratio and calculated using only silver and gold, and (d) price assumptions were US$16.34/oz for silver and US$1,279/oz for gold.
SOURCE: VanGold Mining Corp
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