Dagilev Capital to Acquire Lundin Mining's Salave Gold Deposit as Qualifying
Transaction
The Proposed Transaction is at arm's-length, and will be subject to a number of conditions, including but not limited to, TSXV acceptance and other necessary approvals. The qualifying transaction will not require the approval of Dagilev's shareholders.
Salave Gold Deposit - One of the largest undeveloped gold deposits in Western Europe
The Property is located in the province of Asturias,
- Measured - 354,000 tonnes @ 2.70 g/t Au 30,730 Ounces - Indicated - 14,800,000 tonnes @ 3.00 g/t AU 1,427,515 Ounces - Inferred - 2,800,000 tonnes @ 2.47 g/t Au 222,357 Ounces
Rio Narcea successfully explored, developed and produced more than 1 million ozs from the El Valle and Carlés gold mines in the region.
The Salave gold deposit is situated within the Salave Property which consists of five mineral exploitation concessions covering a total area of 433 hectares and is owned by Exploraciones Mineras del Cantabrico S.A (EMC) a Spanish company. EMC holds a 100% interest in the Property, subject only to royalties due to a third party including a series of staged payments and a 5% net smelter returns royalty on gold produced and sold when cumulative gold production exceeds 800,000 ozs. EMC is indirectly owned by Rio Narcea as to approximately a 95% interest and by third parties as to an approximately 5% interest.
Dagilev has engaged
In
Transaction Terms
Dagilev will acquire approximately 95% of the issued and outstanding securities of EMC in consideration for 500,000 (the "Up Front Payment") payable at closing and the issuance to Rio Narcea at closing of 5,296,688 common shares of Dagilev. Rio Narcea will own 19.99% of the 26,496,689 Dagilev shares outstanding post-transaction. In addition, Dagilev is to pay Rio Narcea 20,000,000 within 180 days of receipt by EMC of all necessary material permits, licenses and approvals from all appropriate regulatory bodies and governmental authorities to allow EMC to construct and operate an open pit mine on the Property.
The agreement also includes certain other terms relating to the current legal proceedings initiated by EMC against the government of Asturias,
Dagilev has also agreed to issue 500,000 common shares to a third party in consideration for that party agreeing to amend an agreement in respect of the Property.
Dagilev will change its name on closing to Astur Gold Corporation.
Haywood Securities Inc. acted as financial adviser to Dagilev in respect of the Proposed Transaction.
Board of Directors and Management of the Resulting Issuer
Upon closing of the Proposed Transaction, it is contemplated that the current directors
The Honourable John D. Reynolds, P.C. will be joining the board as a director.
Sponsorship
Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. The Company intends to apply for an exemption from sponsorship requirements, however, there is no assurance that the Company will be able to obtain this exemption.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
ON BEHALF OF THE BOARD
Signed "Cary Pinkowski" Cary Pinkowski, Chief Executive Officer and Director
For further information: Cary Pinkowski, No. 300-1055 West Hastings Street, Vancouver, B.C., V6E 2E9, (604) 694-1600, [email protected]
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