Northern Vertex and Idaho State Gold
Company have Formed a Strategic
Joint Venture Which Includes Aggregate Commitments of
$15 Million to Confirm,
Validate and Expand Historic Mineral Resources or
Reserves
VANCOUVER, Sept. 26, 2011 /PRNewswire/ - Northern Vertex
Capital Inc. (TSX.V:NEE) ("Northern Vertex") is pleased to
announce that it has entered into a joint venture agreement to
acquire up to a 75.5% interest in the Lemhi Gold Project (the
"Lemhi Property") located 25 miles north of Salmon, Idaho (the "Joint Venture").
The Lemhi Project was recently assembled from four underlying
property holders to form a newly consolidated advanced exploration
opportunity. The Lemhi Gold Project includes Yamana's interest in
the Humbug Gold Deposit and has a historical non-compliant 43-101
resource of 32.36 million short tons at a grade of 0.0375 ounces
per short ton for 1.21 million contained ounces of gold, as
reported by Pincock Allen & Holt in 1996 (the "PAH
Report").
The PAH Report calculated a non-compliant 43-101
Geological Resource on the Humbug based on 277 reverse circulation
holes totaling 157,000 feet with a cut off grade of 0.0112 opt. In
1996 Kappes, Cassiday & Associates conducted a non-compliant
Pre-Feasibility Study on the Humbug deposit based on 15,675,000
tons of ore, and an approximate 6-year mine life. Northern
Vertex cautions that a qualified person has not done sufficient
work to classify the historical estimate, or has substantiated any
data as it pertains to a pre-feasibility study, as current mineral
resources or mineral reserves, therefore, it should not be relied
upon on as actual resource or reserve estimates, and should be
construed only as conceptual in nature. The Company is treating the
historical estimate only a guideline to determining potential
future mineral resources or mineral reserves.
Under the terms of the J/V agreement, subject
regulatory approval, a 30,000-foot confirmation-drilling program is
planned to commence on the Lemhi Gold project to confirm, validate
and expand historic gold resources. The program will be followed by
the initiation of an Independent NI 43-101 Resource Calculation to
determine and confirm the Lemhi Gold project's actual estimated
mineral resources or reserves.
Upon completing its initial funding commitment
to the Joint Venture totaling US$7.65
million, Northern Vertex will have a 51% interest in the
Joint Venture and has the option to increase its joint venture
interest to 75.5%. Based on the PAH Report of 1.21 million
historical resource ounces at the Lemhi Project and Northern
Vertex's pro rata acquisition cost of US$4,845,000, Northern Vertex is acquiring its
initial 51% interest in the Lemhi Property at less than
$8 per historical resource ounce of
gold.
Non-Compliant 43-101 Historical Resources and
Reserves
This historical resource estimate is mentioned for illustrative
purposes only and is not compliant with National Instrument 43-101
("NI 43-101"). The reliability of historical estimates is
unknown but considered relevant by Northern Vertex. These are
historical resource estimates prepare prior to the implementation
of NI 43-101 and use terminology not compliant with current
reporting standards. Northern Vertex has not made any attempt
to re-classify the estimates according to current NI 43-101
standards of disclosure or the CIM definitions. Northern
Vertex is not treating this estimate as current mineral resources
or mineral reserves as defined in NI 43-101. These historical
estimates should not be relied upon. Pincock Allen &
Holt. Geological and Resource Model of the Humbug Deposit
dated February 8, 1996.
The Joint Venture and
Acquisition
Northern Vertex and Idaho State Gold Company, LLC ("ISGC", a
private Idaho investment company)
entered into joint venture agreements dated as of September 21, 2011 (the "JV Agreement")
and formed the joint venture entity named Lemhi Gold Trust, LLC
("JV LLC"). JV LLC has consolidated and acquired the
Lemhi Property from four underlying vendors for a total acquisition
cost of US$9.5 million (the
"Acquisition"), of which:
- US$5.75 million was paid on
September 23, 2011 (the "Closing
Date"),
- US$2.65 million is payable on the
first anniversary of the Closing Date,
- US$150,000 is payable on the
second and third anniversaries of the Closing Date; and
- US$200,000 is payable on the
fourth through seventh anniversaries of the Closing Date.
On funding its initial commitment, Northern
Vertex will be the operator at the Lemhi Property and Northern
Vertex will undertake an initial drill program of at least 30,000
feet to validate and expand the historic resource. Northern
Vertex and ISGC (the "JV Partners") have agreed to an
initial funding commitment totaling US$15
million that will cover the cost of the Acquisition and the
initial work program in connection with the 30,000 foot drill
program.
The Acquisition is subject to further third
party rights including: a) a 2% NSR over the Lemhi Property;
b) a historical 51% back-in right exercisable by Yamana Gold (one
of the underlying vendors of the Lemhi Property) in the event that the
economically mineable reserves within a specified portion of the
Lemhi Property, is greater than 2.5 million ounces. In the
event that such back in right is exercised, the underlying vendor
must pay the joint venture entity three times expenses to date
(excluding the cost of acquisition); and c) a US$2 million payment to AshantiGold payable at
the time of the first gold pour at the Lemhi Property.
To date, Northern Vertex has contributed
US$500,000 to JV LLC and will
contribute a further US$7.15 million
on or before December 2, 2011.
If such funding is made between December 2,
2011 and May 1, 2012, Northern
Vertex will pay a 10% penalty (increasing to 20% on February 10, 2012) on this amount to ISGC.
Northern Vertex will finance this commitment via a private
placement financing, details to be released forthcoming in a future
release.
Option for Northern Vertex to increase its
Joint Venture Interest to 75.5%
Northern Vertex has the right (but not the obligation) to acquire
an additional 24.5% interest in the Lemhi Property from ISGC within
24 months of the Closing Date so long as above-mentioned NI 43-101
compliant report has been produced in respect of the Lemhi
Property. The price to exercise this option is payable to
ISGC and is any one of the following (which ISGC is entitled to
select):
a. |
|
That number of Northern Vertex shares equal to X (the
"Option Value") divided by Y, where X = one-half of ISGC's
total actually funded amounts in respect of the Joint Venture up
until the date Northern Vertex exercises the option, plus 10%
annual interest from the dates of such funding, and Y =
US$2.00; |
b. |
|
Three times the Option Value payable in cash; |
c. |
|
Three times the Option Value payable in Northern Vertex shares,
such shares to be calculated based on Northern Vertex' 20-day
volume weighted average trading price on the TSX Venture Exchange
ending on the trading day prior to the date Northern Vertex elects
to exercise the option. |
The Lemhi Property
The Lemhi Property consists of 4 contiguous mining properties
located in Sections 4, 5, 8 and 9 of T25N, R21E and Sections 28,
29, 32 and 33 of T26N, R21E in Lemhi
County, Idaho, including patented claims covering 613 acres
and 73 unpatented claims of approximately 1400 acres. The
Lemhi Property was recently consolidated from numerous underlying
property holders providing Northern Vertex with an interest in a
newly consolidated regional exploration opportunity.
Geology
The Lemhi Gold Property area is underlain by meta-sedimentary rocks
of the Lemhi Group of late-Proterozoic age. The Lemhi Group package
of rocks has been thrust over the older Yellowjacket Formation of
Proterozoic age. This thrusting event is believed to be an
important feature that helped control the emplacement of gold
mineralization. Quartz diorite sills intrude the metasedimentary
units.
Gold mineralization occurs proximal to the sills
and is associated with intense silicification and massive quartz
veins. Oxidation extends to a depth of approximately 100 to 150
feet. Gold below the oxide zone is in sulfides. Total sulfides are
usually less than 2 percent and include pyrite and chalcopyrite.
Trace elements associated with gold include copper and
molybdenum.
Exploration Potential of the Lemhi
Gold Property
An AGR report by Nick
Bertram, 1994, outlined the potential for finding additional
gold reserves in the Humbug which is situated on the consolidated
"Lemhi Gold Project".
Northern Vertex considers the potential to
expand the Historical Gold Resource to be good along strike, at
depth and along the margins with the lower cutoff provided by a
higher gold price, and additional drilling.
The geological disclosure in this press release
has been reviewed Dr. Bob Thompson,
PhD P.Eng (a qualified person for the purpose of National
Instrument 43-101, Standards of Disclosure for Mineral
Projects).
Northern Vertex is a gold exploration and
development company operating principally in the United States and Canada. The Company comprises an experienced
management group with a strong background in all aspects of
acquisition, exploration, development and financing of precious
metal mining projects. The Company's stated mandate is to acquire,
develop and advance asset-based gold projects that demonstrate near
term production potential and long-term sustainable growth.
ON BEHALF OF THE BOARD OF NORTHERN VERTEX
"Joseph Bardswich"
Director
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or the accuracy of this
release.
Cautionary Note to US Investors:
This news release may contain information about adjacent
properties on which we have no right to explore or mine. We advise
U.S. investors that the SEC's mining guidelines strictly prohibit
information of this type in documents filed with the SEC. U.S.
investors are cautioned that mineral deposits on adjacent
properties are not indicative of mineral deposits on our
properties. This news release may contain forward-looking
statements including but not limited to comments regarding the
timing and content of upcoming work programs, geological
interpretations, receipt of property titles, potential mineral
recovery processes, etc. Forward-looking statements address future
events and conditions and therefore involve inherent risks and
uncertainties. Actual results may differ materially from those
currently anticipated in such statements.
SOURCE Northern Vertex Inc.