Brian McEwen, President and CEO of Buffalo Gold Ltd. (TSX VENTURE:
BUF)(OTCBB: BYBUF)(FRANKFURT: B4K) is pleased to announce that the
Company has signed a Memorandum of Understanding (M.O.U.) with
China Railway Resources Co. LTD. ("CRRC"), a wholly owned
subsidiary of China Railway Group Limited ("CREC") (www.crec.cn) to
invest directly into the Company as well as finance the Mt Kare
project in Papua New Guinea and the grassroots projects in
Australia. "CREC" is a public company registered in the People's
Republic of China and one of the largest civil construction
companies in the world. From January 2008 to June 2008 CREC
reported profit attributable to the equity holders of the Company
of RMB1.906 billion ($332,000,000 CDN), representing a year-on-year
growth of 190%. CREC has created a Resource Development Branch to
invest in overseas mineral development projects.
Buffalo Gold's CEO, Brian McEwen commented, "We are very excited
to have signed this MOU with CREC. Raising money for early stage
projects is extremely difficult in the current market, and as such
our Australian properties and even the Mt Kare project have been
underexplored for the past year. Buffalo now has a partner with the
financial backing to complete exploration and evaluation at Mt Kare
and our portfolio of grass roots projects in Australia. This allows
us to focus on completing the underground feasibility study at our
Furtei operation in Sardinia so that we can increase our revenues
from that project."
Under the terms of the M.O.U., CRRC intends to:
- Make an equity investment into Buffalo of $3,000,000 CDN at
$0.10 for each unit. Each unit contains one common share and one
half share warrant at $0.30 per share for one year from date of
closing.
- Make a project investment $7,500,000 CDN into Buffalo's Mt
Kare JV with Madison Minerals within 24 months of signing to earn
54% of the project.
- Earn up to 72% in the project by making a cash payment of
$5,000,000 CDN to the Mt Kare JV and completing a feasibility study
on the project. CRRC will earn 82% with a total project investment
of at least $40,000,000 CDN.
- Make a total project investment into Buffalo's Australian
portfolio of $2,500,000 CDN to earn 60%. CRRC can earn up to 80% in
any of the projects by advancing to the stage of resources as
defined in NI 43-101.
The M.O.U. is contingent on CRRC completing due diligence on
Buffalo and its assets and receiving all approvals, including
approval from the TSX Venture Exchange.
Time is of the essence and the proposed schedule is for CRRC to
begin due diligence and site visits and within two weeks of signing
and if satisfied with the due diligence to finalize terms and
conditions within eight weeks of signing.
Madison-Buffalo joint venture
The interests of Buffalo Gold and Madison Minerals in the Mt.
Kare project are currently held via a joint venture agreement dated
June 25, 2007 by which Buffalo has a 60% interest and Madison a 40%
interest, which is subject to dilution in certain circumstances.
Completion of the transactions set out in the M.O.U. would result
in the replacement of that joint venture agreement with a new
agreement, providing for, among other matters:
- Fixing Madison's interest in the project at 40% of the total
retained Madison-Buffalo interest at all stages going forward, not
subject to dilution.
- A cash payment from Buffalo to Madison of $352,165 CDN on
regulatory acceptance of an agreement in respect of the matters set
out in the M.O.U.
- Receipt by Madison of 40% of the $5,000,000 USD cash payment
to the JV as set out above.
- Retention by Madison of 3.2% interest in the project at the
point of CREC's earning its 82% interest.
- Relief from a requirement that Madison fund a portion of the
JV's expenditures on the Mt. Kare project since July 14, 2008 or,
in the alternative, face dilution of its interest to an amount less
than 40%.
Madison confirms that it is the owner of 3,521,648 shares of
Buffalo Gold Ltd.
About CREC
China Railway Group Ltd. ("CREC") is one of the largest civil
construction companies in the world and the largest railway, road,
bridge and tunnel construction company in Asia. The Company's
current ranking in Fortune 500, as published in the US Fortune
magazine in 2008, is 341; rank 332 in the ''Top 500 Brands in the
World'' list prepared by World Brand Laboratory in 2008; and rank
433 in the ''Global 500'' published in the Financial Times.
About Buffalo Gold
Buffalo's vision is to build shareholder value by growing a gold
mining company through a combination of exploration and
acquisition. The Company became a gold producer in November 2007
with the acquisition of the Furtei mine, and is exploring projects
in Sardinia, Papua New Guinea and Australia.
To find out more about Buffalo Gold Ltd. (TSX VENTURE: BUF),
please visit the company website at www.buffalogold.ca. To find out
more about Madison Minerals Inc. (TSX VENTURE: MMR) please visit
the company website at www.madisonminerals.com.
Brian McEwen is the Qualified Person for Buffalo and has read
and approved the contents of this news release.
On behalf of the Board of Directors of BUFFALO GOLD LTD.
Brian McEwen, President and Chief Executive Officer
On behalf of the Board of Directors of MADISON MINERALS INC.
Chet Idziszek, President and Chief Executive Officer
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS,
WHICH ARE BASED ON THE OPINIONS AND ESTIMATES OF MANAGEMENT AT THE
DATE THE STATEMENTS ARE MADE, AND ARE SUBJECT TO A VARIETY OF RISKS
AND UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL EVENTS
OR RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. BUFFALO
UNDERTAKES NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS IF
CIRCUMSTANCES OR MANAGEMENT'S ESTIMATES OR OPINIONS SHOULD CHANGE.
THE READER IS CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS.
CAUTIONARY NOTE TO U.S. INVESTORS
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC")
PERMITS MINING COMPANIES, IN THEIR FILING WITH THE SEC, TO DISCLOSE
ONLY THOSE MINERAL DEPOSITS THAT A COMPANY CAN ECONOMICALLY AND
LEGALLY EXTRACT OR PRODUCE. WE USE CERTAIN TERMS IN THIS WEBSITE,
SUCH AS "MINERAL RESOURCES," "MEASURED," "INDICATED," AND "INFERRED
RESOURCES," THAT THE SEC GUIDELINES PROHIBIT US FROM INCLUDING IN
OUR FILING WITH THE SEC. INVESTORS ARE URGED TO CONSIDER CLOSELY
THE DISCLOSURE IN OUR FORM 20-F, FILE NO. 0-30150, AVAILABLE FROM
US BY CONTACTING THE INVESTOR RELATIONS DEPARTMENT.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ACCURACY OF THIS PRESS RELEASE.
Contacts: Buffalo Gold Ltd. Julie Hajduk Investor Relations
(604) 685-5492 or Toll Free: 1-888-685-5492 (604) 685-2536 (FAX)
Email: julie@buffalogold.ca Website: www.buffalogold.ca Madison
Minerals Inc. David Scott Investor Relations (604) 331-8772 or Toll
Free: 1-877-529-8475 (604) 331-8773 (FAX) Email:
dscott@mine-tech.com Website: www.madisonminerals.com
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