MONTREAL, July 19 /CNW Telbec/ - Blue Note Mining Inc. (TSXV: BNT) ("Blue Note") and First Gold Exploration Inc. (TSXV: EFG) ("First Gold") are pleased to announce that they have entered into a binding agreement (the "Agreement") providing for the acquisition by Blue Note of all of First Gold's interests in the Croinor gold project located near Val-d'Or, Quebec.
Under the terms of the Agreement, Blue Note will make cash payments to First Gold consisting of a non-refundable C$100,000 in five equal monthly installments until December 31, 2010, and C$2,250,000 to be paid upon the closing of the transaction, which is expected to occur as soon as financing is arranged, but no later than December 31, 2010. The Agreement includes First Gold's 71% ownership in the Matchi-Manitou property and is subject to TSX Venture Exchange and other regulatory approvals.
In addition, it provides for a share issuance of 17.5 million Blue Note common shares to be held in escrow, for release at a rate of 500,000 shares per month over 35 months from the date of closing. First Gold shall have the right, at its discretion, to maintain a 13.67% equity ownership in the capitalization of Blue Note by participating in future private placements or any business combinations thereof.
The 50/50 Croinor joint operatorship shall remain in effect until the date of closing. In the meantime, First Gold shall be exempted from participating in any further cash calls until such date. First Gold will also have the right to nominate one board member on Blue Note's board of directors.
"The consolidation of our ownership in the Croinor gold project is strategically important to the project's advancement towards production, following the robust prefeasibility results just announced. Owning an undivided interest will not only provide for a more focused and cost-effective operation, but will facilitate the financing required for construction," commented Leon Methot, Chairman and Chief Executive Officer of Blue Note.
Eric Leboeuf, President and Chief Executive Officer of First Gold added, "The Agreement will allow First Gold to concentrate its financial resources and efforts on its flagship Rare Earth Pivert/Rose project which is currently being drilled, while benefiting from the long term growth generated by the Croinor gold project through its equity position. We have every confidence in the project and in Blue Note management's ability to drive it forward and achieve commercial success."
About Blue Note Mining
Blue Note Mining is a mineral exploration and mining company headquartered in Montreal with properties located in known gold regions of Canada, including the prolific Val-d'Or region of Quebec and northern New Brunswick. Blue Note's top priority is to put the Croinor Gold Property into production.
About First Gold Exploration
The goal of the Company is to create shareholder value by acquiring promising projects that could be advanced to production stage in a short period of time. This has been achieved with its interest in the Croinor gold project, and the currently in progress Rare Metal Pivert/Rose property, among other promising projects in the pipeline including the San Javier silver property.
This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws that involve risks and uncertainties. Although the company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ materially from expectations include the effects of general economic conditions, actions by government authorities, uncertainties associated with contract negotiations, additional financing requirements, market acceptance of the Company's products, technical uncertainties associated with operating an underground mine and competitive pressures. These factors and others are more fully discussed in Company filings with Canadian securities regulatory authorities.
"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
SOURCE Blue Note Mining Inc.
For further information: For further information: Blue Note shareholders, please contact: Jean Mayer, Executive Vice President, (800) 937-3095 x 236, email@example.com; www.bluenotemining.ca; First Gold shareholders, please contact: Jean-Sebastien Lavallee, Director, (819) 824-2425, firstname.lastname@example.org; www.firstgoldexploration.com