LONDON, Sept. 11, 2012 /CNW/ - Touchstone Gold Limited ("Touchstone") (AIM: TGL) and Atlantis Gold Mines Corp. ("Atlantis") are delighted to announce the completion of the business combination
(the "Business Combination") which took effect 10 September, 2012, whereby Touchstone acquired all
of the issued and outstanding common shares of Atlantis by way of a
three cornered amalgamation. The Business Combination has resulted in
the creation of a Colombia focused gold exploration and development
company (the "Combined Company") with an enlarged and highly prospective land package in a region with
a history of high-grade gold discoveries and production.
The Combined Company will benefit from:
over 15,000 metres of drilling completed at Rio Pescado, with
significant high-grade intersections; these include 8.75 grams per
tonne ("g/t") gold over 28.25 metres from hole LPD-1279 and 8.70 g/t gold over
16.80 metres from hole LPD-1286.
a 600% enlarged portfolio*, covering 309 sq km along the high potential
Segovia-Remedios Gold Belt
more than 12km of prospective strike length where Touchstone has already
reported highly encouraging drilling results
a strong Colombia based exploration team, broad technological and
geological expertise, as well as extensive experience in the region
operational synergies and significant exploration and administrative
Paul Cowley, P. Geo, the former Chief Geologist and former director of
Atlantis has joined the Touchstone Board of Directors.
* as compared to Touchstone's Rio Pescado project
David Wiley, the Chief Executive Officer of Touchstone, commented:
"It is with great pleasure that we announce the completion of the
Business Combination with Atlantis Gold Mines Corp., a transaction
which creates a Colombia focussed exploration and development company
with an asset base of tremendous potential in a highly prolific gold
district. The transaction will enhance our exposure to a much larger
potential resource in the region; both the Atlantis and Touchstone land
packages have shown great promise to date, which will be enhanced by
the synergies between our assets as we continue to develop them
together going forward.
With a significant consolidation of our portfolio and a top-tier
leadership team, we believe that the Business Combination will benefit
and deliver value to all shareholders and stakeholders. "
Touchstone is a gold exploration company and its primary assets are the
Rio Pescado and Segovia Projects along the Segovia-Remedios Gold Belt
in Colombia. Rio Pescado is comprised of four mining concessions, and
the Segovia Project consists of the San Miguel property, which is
comprised of one mining concession and one proposed mining concession,
and the Frontino Norte property, which is comprised of four mining
concessions and one proposed mining concession. Touchstone owns
further options on the Santa Rosa Project, in the South Bolivar area of
Colombia, comprising four proposed mining concessions and one mining
concession. With a philosophy of creating value by the systematic
exploration and development of Touchstone's existing assets as well as
the acquisition of suitable exploration and development mineral
projects, Touchstone's long-term intention is to build a significant
gold exploration and production company.
The Agreement was carried out through a three-cornered amalgamation,
where a wholly-owned subsidiary of Touchstone amalgamated with Atlantis
to form a new amalgamated company. All of the holders of common shares
of Atlantis ("Atlantis Shares") will receive one common share of Touchstone for each Atlantis Share
held, resulting in their effective ownership of approximately 36.3% of
the Combined Company on an undiluted basis.
Touchstone's Officers and Director's have entered into a lock-up
agreement in support of the transaction in respect of their 33.8%
ownership of the Combined Company on an undiluted basis.
Touchstone's financial advisor was GMP Securities L.P. and its principal
legal counsel was Cassels Brock & Blackwell LLP. GMP Securities L.P.
was being advised on legal matters by Wildeboer Dellelce LLP. Atlantis
was advised on legal matters by DuMoulin Black LLP.
This news release has been prepared under the supervision of, and
approved by, John Nicholson, P.Geo., B.Sc., who is a "qualified person"
as defined under National Instrument 43-101. Mr. Nicholson serves as
the Chief Geologist of Touchstone.
Cautionary Note Regarding Forward-Looking Information
Certain information set forth in this press release contains
"forward-looking information" under applicable securities laws. Except
for statements of historical fact, certain information contained herein
constitutes forward-looking information which include management's
assessment of Touchstone's future plans and operations and are based on
the combined company's current internal expectations, estimates,
projections, assumptions and beliefs, which may prove to be incorrect.
Some of the forward-looking information may be identified by words such
as "expects" "anticipates", "believes", "projects", "plans", and
similar expressions. These statements are not guarantees of future
performance and undue reliance should not be placed on them. Such
forward-looking information necessarily involve known and unknown risks
and uncertainties, which may cause Touchstone's actual performance and
financial results in future periods to differ materially from any
projections of future performance or results expressed or implied by
such forward-looking information. These risks and uncertainties
include, but are not limited to: liabilities inherent in mine
development and production; geological, mining and processing technical
problems; Touchstone's inability to obtain required mine licenses, mine
permits and regulatory approvals required in connection with mining and
mineral processing operations; competition for, among other things,
capital, acquisitions of resources and reserves, undeveloped lands and
skilled personnel; incorrect assessments of the value of acquisitions;
changes in commodity prices and exchange rates; currency and interest
rate fluctuations; various events which could disrupt exploration and
development, including labour stoppages and severe weather conditions;
and management's ability to anticipate and manage the foregoing factors
and risks. There can be no assurance that forward-looking information
will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Touchstone undertakes no obligation to update forward-looking
information if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
Image with caption: "Figure 1. Combined Company Property Location Map in Antioquia (CNW Group/Touchstone Gold Limited)". Image available at: http://photos.newswire.ca/images/download/20120911_C5467_PHOTO_EN_17656.jpg
SOURCE: Touchstone Gold Limited
For further information:
Touchstone Gold Limited
David Wiley, Chief Executive Officer Tel. +1 647 260 1247
Canaccord Genuity Limited (Nominated Advisor and Joint Corporate Broker)
John Prior Tel. +44 20 7523 8350
Adam Miller Tel. +44 20 7523 8350
Northland Capital Partners Limited (Joint Corporate Broker)
Gavin Burnell Tel. +44 20 7796 8800
Edward Hutton Tel. +44 20 7796 8800
John-Henry Wicks Tel. +44 20 7796 8800
Matthew Tyler Tel. +44 20 7726 8400
Anca Spiridon Tel. +44 20 7726 8400