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, B.C. - 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):
- 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;
- Three times the Option Value payable in cash;
- 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.
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
For further information, please visit www.northernvertex.com
or contact Colin Clancy at Telephone: 604-601-3656
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.