Clarity Gold Corp. (“
Clarity” or the
“
Company”) (CSE: CLAR, OTC: CLGCF, FSE: 27G) is
pleased to announce that it has entered into an option agreement
(the “
Option Agreement”) dated November
27, 2020 pursuant to which the Company has been granted the sole
and exclusive option (the “
Option”) by Big Ridge
Gold Corp. (“
Big Ridge”) (TSX-V: BRAU), an arm’s
length company whose common shares are listed on the TSX Venture
Exchange, to acquire up to 100% of Big Ridge’s right, title and
interest in and to certain mineral claims located in the Province
of Quebec known as the
“
Destiny Project”
(the “
Transaction”).
Highlights of the
Destiny Project1
- Located in the historical, mineral
rich Abitibi Greenstone Belt.
- Gold mineralization occurs in
high-grade quartz veins within shear zones starting at 15 m below
surface (drill results include 167g/t Au over 1 m).
- 2011 NI 43-101 indicated resource
of 360,000 oz and an inferred resource of 247,000 oz.
- Mineralization is open to depth and
along strike.
- The DAC deposit is open along
strike with only coarse drilling denoting high grade intercepts
outside of 2011 resource area showing expansion potential along
strike from the DAC Deposit over approximately 2.5 km to the Darla
Zone.
- Excellent infrastructure: ~75 km
NNE of Val d’Or with road access.
- Considerable work done to date
including over 50,000 m of diamond drilling.
“This is a substantial step forward for Clarity.
The acquisition of the Destiny Project will mark a transformational
first step for the Company into the prolific Abitibi Greenstone
belt,” stated Clarity’s CEO, James Rogers. “Our team at Clarity has
reviewed countless projects and we are excited to focus our efforts
on a project that has high grade, underground potential with
underpinning Indicated and Inferred ounces in the ground. We look
forward to working with Big Ridge to complete the Transaction and
get to work on advancing this exciting project.”
___________1 Information extracted from the
Technical Report, dated March 1, 2011, authored by, Todd McCracken,
P. Geo., and filed by Big Ridge on SEDAR on March 7, 2011.
The Destiny Project
The Destiny Project is located approximately 75
km northeast of the city of Val d’Or in the prolific Abitibi
Greenstone Belt where more than 180 million ounces of gold have
been produced historically along major structural breaks within the
assemblage of Archean-age volcanic, sedimentary and intrusive
rocks. The Destiny Project lies along the approximately 400 km long
Chicobi Deformation Zone, a major structural break which is largely
underexplored in the Abitibi Greenstone Belt. The 5,013 ha project
includes the DAC deposit, one of several gold zones along an
approximately 6 km long segment of the Despinassy Shear Zone within
the Chicobi Deformation Zone.
Approximately 2.5 km east along strike of the
DAC deposit is the Darla zone. In between the Darla and DAC is the
coarsely drilled GAP zone where 2012 drilling intercepted anomalous
gold in all 12 holes which were spaced 100 m apart.
Exploration of the Destiny Project dates back to
the 1930s with the first serious diamond drilling campaign
commencing in 1998 by Cameco. Continued exploration and drilling
campaigns supported a maiden NI 43-101 resource estimation being
authored in 2007 and the most recent NI 43-101 resource estimation
in 2011 in the Technical Report, dated March 1, 2011, authored by,
Todd McCracken, P. Geo., and filed by Big Ridge on SEDAR on
March 7, 2011 (the “2011 Technical Report”). Since
the publishing of the 2011 Technical Report, only 15 drill holes
totaling approximately 3,473 m were completed as well as
geochemical surveys and a geophysical compilation targeting VMS
mineralization.
Previous work on the property can be summarized
as follows:
- 172 Diamond drill holes comprising
approximately 50,400 m
- Reconnaissance till sampling from
11 Sonic drill holes
- 2,430 MMI geochemical samples
- 982 line km of airborne VTEM
surveys
- 171 line km of ground magnetics
surveys
- 128 line km of IP
Salient results from previous drill programs on
the Destiny Project:
Zone |
Hole ID |
From (m) |
To (m) |
Interval (m) |
Au g/t |
DAC |
DES9917 |
117.2 |
140.8 |
23.6 |
6.15 |
including |
118.8 |
121.9 |
3.1 |
23.95 |
and |
134.8 |
138.5 |
3.7 |
12.46 |
DES0032 |
159.9 |
169.2 |
9.3 |
3.98 |
including |
161.2 |
165.9 |
4.7 |
5.37 |
and |
163.3 |
165.9 |
2.6 |
7.78 |
DES05-64 |
161.8 |
170.5 |
8.7 |
5.42 |
including |
161.8 |
163.2 |
1.4 |
22.14 |
DES05-66 |
130.3 |
133.1 |
2.8 |
5.18 |
and |
138.3 |
139.3 |
1.0 |
3.37 |
and |
142.2 |
143.6 |
1.4 |
8.83 |
DES05-67 |
163.7 |
170.9 |
7.2 |
8.81 |
including |
166.0 |
168.7 |
2.7 |
19.49 |
DES05-79 |
130.6 |
133.1 |
2.5 |
10.70 |
and |
142.0 |
145.0 |
3.0 |
5.04 |
DES05-81 |
323.7 |
325.8 |
2.1 |
3.41 |
and |
333.7 |
339.0 |
5.3 |
4.01 |
including |
333.7 |
338.5 |
4.8 |
4.32 |
DES06-85 |
214.0 |
216.5 |
2.5 |
4.31 |
and |
221.7 |
222.7 |
1.0 |
167.00 |
DES06-96 |
254.4 |
261.2 |
6.8 |
2.46 |
and |
272.7 |
275.7 |
3.0 |
3.04 |
DES10-137 |
372.9 |
374.0 |
1.1 |
25.65 |
Darla |
DES06-91 |
115.1 |
117.2 |
1.2 |
19.67 |
DES08-104 |
104.5 |
107.0 |
2.5 |
6.73 |
including |
104.5 |
105.2 |
0.7 |
19.73 |
Gap |
DES12-147 |
85.5 |
91.5 |
6.0 |
16.10 |
including |
87.5 |
88.5 |
1.0 |
90.30 |
and |
146.0 |
148.0 |
2.0 |
2.55 |
West |
DES05-75 |
79.8 |
80.5 |
0.7 |
3.36 |
and |
82.7 |
84.2 |
1.5 |
1.50 |
and |
90.3 |
91.8 |
1.5 |
1.23 |
South |
DES0051 |
308.6 |
309.9 |
1.3 |
2.22 |
DES0056 |
49.0 |
49.2 |
0.2 |
3.03 |
and |
144.6 |
145.3 |
0.7 |
1.69 |
and |
319.0 |
319.2 |
0.2 |
2.23 |
Zone 21 |
DES9921 |
93.8 |
99.8 |
6.0 |
2.49 |
including |
93.8 |
94.8 |
1.0 |
7.03 |
Zone 20 |
DES9920 |
218.4 |
220.4 |
2.0 |
4.60 |
The DAC Deposit
The 2011 Technical Report entitled “NI 43-101
Technical Report and Resource Estimate of the DAC Deposit, Destiny
Property, Quebec” included the following estimates:
Class |
Tonnes |
Au
(gpt) |
Au (ounces) |
Indicated |
10,800,000 |
1.05 |
360,000 |
Inferred |
8,300,000 |
0.92 |
247,000 |
Notes:
- The 2011 Technical Report was
prepared for Alto Ventures Ltd. (now Big Ridge) and Pacific
Northwest Capital Corp.
- Values rounded to reflect summary
nature of the estimate
- Cut-off grade 0.5 g/t Au
- Au price of US$973/Oz
- US$ to CAD$ conversion of 1.02
- Au recovery 94%
- 4:1 Strip ratio
- Operating cost of $14.30/t at
10,000 tpd
Michel Robert, Advisor to Clarity stated: “The
Abitibi is known for its high mineral potential, it’s a recognized
region in Canada and internationally. I have previously worked in
several active projects in the region, now I am excited to return
to this highly prospective area with solid infrastructure and
formidable local support for resource development. Destiny is in an
advanced exploratory stage with an NI 43-101 indicated resource,
and with multiple underexplored zones which makes for untapped
exploration potential. At Clarity, we look forward to starting work
and further defining this resource to become another success in the
region.”
About the Option Agreement
Under the Option Agreement, Big Ridge has
granted the Option to the Company which may be exercised by the
Company on or prior to the third anniversary of the closing of the
Transaction (the “Closing”) by making the
following cash payments and issuances of common shares of the
Company (each, a “Clarity Share”)
on or before the dates indicated below:
Payment Date |
Cash Payment Amount |
Share Issuance $ Amount |
Interest Earned |
Previously paid on execution of the letter of intent between the
parties dated October 29, 2020 |
$50,000 |
- |
- |
Within 60 days of the execution of the Option Agreement |
$450,000 |
$1,000,000 |
- |
12 months from the date of the Option Agreement |
$750,000 |
$1,000,000 |
- |
24 months from the date of the Option Agreement |
$750,000 |
$1,500,000 |
49% earned |
36 months from the date of the Option Agreement |
$1,000,000 |
$2,000,000 |
100% earned |
Total: |
$3,000,000 |
$5,500,000 |
|
The Company may accelerate the exercise of the
Option by making the cash payments and issuances of Clarity Shares
earlier than the timeframes contemplated above. The number of
Clarity Shares to be issued to Big Ridge pursuant to the Option
will be determined by dividing the dollar amount of Clarity Shares
to be issued at any point in time by the five (5) day volume
weighted average closing price of the Clarity Shares on the day
before such issuance of such Clarity Shares, subject to the
policies of the CSE. Concurrently with the exercise of the Option,
Clarity has agreed to grant to Big Ridge a 1.0% net smelter return
royalty (the “Royalty”) with respect to production
of all precious metals from the Destiny Project, with the Royalty
to be payable by Clarity following commencement of commercial
production. The Company has the right to buy back the Royalty
during the first three (3) years following the commencement of
commercial production on payment by Clarity to Big Ridge of
$1,000,000. Exercise of the Option is subject to receipt of all
applicable regulatory approvals and consents. The Company will be
the operator responsible for carrying out all operations with
respect to the Destiny Project during the term of the Option
Agreement. If Clarity acquires a 49% interest in the Property and
decides not to proceed with the acquisition of the further 51%
interest in the Property, then, for a period of 18 months following
such time, Big Ridge will have the right to purchase back the 49%
interest in the Property for cash consideration of $2,000,000.
Clarity has agreed to pay a finders’ fee equal to 3% of the
aggregate consideration payable to Big Ridge. Closing of the
transactions contemplated under the Option Agreement is subject to
the typical customary conditions, including receipt of all
regulatory approvals.
Private Placement
The Company also announces a non-brokered
private placement financing (the “Offering”) of
units of the Company (each, a “Unit”) at a price
of $0.96 per Unit. The Company intends to issue 3,125,000 Units for
gross proceeds of $3,000,000 but may issue up to 10,000,000 Units
of the Company for gross proceeds of up to $9,600,000. Each Unit
will consist of one common share (each, a “Share”)
and one-half of one transferable warrant (each whole warrant, a
“Warrant”), with each Warrant entitling the holder
thereof to purchase one additional Share at a price of $1.25 per
Share for a period of one year from closing of the Offering.
Completion of the Offering is subject to a
number of conditions, including, without limitation, receipt of all
necessary regulatory approvals. Insiders of the Company may
participate in the Offering and finders’ fees may be paid in
connection with the Offering. The net proceeds of the Offering will
be used for the required payments and exploration expenditures in
connection with the Option with respect to the Destiny Project, for
exploration to advance the understanding of the Company’s other
mineral exploration properties, marketing, costs of operations and
general working capital.
All securities issued in connection with the
Transaction and the Offering will be subject to a hold period of
four months and one day from the date of issuance in accordance
with applicable securities legislation.
None of the securities issued in the Transaction
and the Offering will be registered under the United States
Securities Act of 1933, as amended (the “1933
Act”), and none of them may be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the 1933 Act. This news release
shall not constitute an offer to sell or a solicitation of an offer
to buy nor shall there be any sale of the securities in any state
where such offer, solicitation, or sale would be unlawful.
Qualified Person
Mr. Rory Kutluoglu P. Geo. is the Qualified
Person (“QP”) under NI 43-101 for the technical
information in this news release and has reviewed the appropriate
and available data for the Destiny Project and approves the
technical contents of this news release.
About Clarity
Clarity Gold Corp. is a Canadian mineral
exploration company focused on the acquisition, exploration and
development of gold projects in Canada. The Company has entered
into an option agreement to purchase 100% of the Destiny Project, a
5,013 ha gold-focused project in the mineral rich Abitibi region in
Quebec. Clarity is also working on the exploration of its 10,518 ha
Empirical Project located approximately 12 km south of Lillooet,
BC, and has recently expanded its mineral property portfolio with
the acquisitions of the Tyber and Gretna Green projects, both
located on Vancouver Island, British Columbia. The Company is based
in Vancouver, British Columbia, and is listed on the CSE under the
symbol “CLAR”. To learn more about Clarity Gold Corp. and its
projects please visit www.claritygoldcorp.com.
ON BEHALF OF THE BOARD“James
Rogers”Chief Executive OfficerTel: 1 (833) 387-7436Email:
info@claritygoldcorp.com Website:
www.claritygoldcorp.com
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking
statements. All statements, other than statements of historical
fact that address activities, events or developments that the
Company believes, expects or anticipates will or may occur in the
future are forward-looking statements. Forward-looking statements
in this news release include statements regarding: the Transaction
and the terms thereof; that the acquisition of the Destiny Project
will mark a transformational first step for the Company into the
Abitibi Greenstone belt; that the Company will exercise the Option;
that the Company will complete the Offering; and the intended use
of the proceeds of the Offering. The forward-looking statements
reflect management’s current expectations based on information
currently available and are subject to a number of risks and
uncertainties that may cause outcomes to differ materially from
those discussed in the forward-looking statements including: that
the Company may not be able to satisfy the conditions to exercise
the Option; the inability of the Company to complete the Offering
at all or on the terms announced; adverse market conditions; and
other factors beyond the control of the parties. Although the
Company believes that the assumptions inherent in the
forward-looking statements are reasonable, forward-looking
statements are not guarantees of future performance and,
accordingly, undue reliance should not be put on such statements
due to their inherent uncertainty. Factors that could cause actual
results or events to differ materially from current expectations
include general market conditions and other factors beyond the
control of the Company. The Company expressly disclaims any
intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise, except as required by applicable law.
The Canadian Securities Exchange (operated by
CNSX Markets Inc.) has neither approved nor disapproved of the
contents of this press release.
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