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VANCOUVER, May 4 /CNW/ - GMV Minerals Inc. (the "Company" or "GMV") (TSX-V:GMV) is pleased to announce that it has entered into a binding letter agreement (the "Agreement") with Mr. Alfro Alphonso (the "Optionor") to acquire a 100% interest in certain mineral rights in Guyana, South America.
The Company has the exclusive option for a period of three years from receiving final approval for the acquisition from the TSX Venture Exchange (the "Exchange") to acquire an undivided one hundred percent (100%) interest in the mineral rights (the "Acquisition") to 454 medium scale prospecting permits and 2 large prospecting permits (the "Properties") consisting of the following:
- 130 medium scale licenses covering 127,966 acres in the North West
- 211 medium scale licenses covering 214,986 acres in the
- 89 medium scale licenses covering 90,427 acres in the Waini district
- 24 medium scale licenses covering 26,418 acres in the Quartstone
- 2 large scale licenses covering 24,430 acres in the Puruni district
Geological Summary of the Properties
The claims are located in the Guiana Shield which contain mines such as El Callao which has produced (greater than)20mm ozs Au and the Km 88 District (Las Cristinas, Las Brisas; (greater than)20mm ozs Au). Many of the known hard rock deposits in the Guiana Shield have been located by investigation of placer gold production which then helped to locate in-situ gold anomalies.
These gold deposits occur in deformed and metamorphosed greenstones made up of sequences of alternating mafic to felsic volcanic and sedimentary rocks intruded by granitoid batholiths and stocks. The Barama-Mazaruni Supergroup, a Lower Proterozoic greenstone with metasediments and granitic complexes in northern Guyana, is the host to gold mineralization, such as Million Mountain, Tassawini, and Aurora and the newly discovered copper-gold mineralization at Toroparu. Many of these localities have been historically exploited for alluvial gold which is a good indication of in-situ hard rock deposits. The acquired properties are recommended to be explored by modern methods, such as geochemistry, geophysics and drilling, for large-scale open pit type gold deposits.
Robert A. Lunceford MSc., CPG, an independent technical advisor to GMV Minerals Inc. is the Qualified Person as defined in National Policy 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), is responsible for and has reviewed all technical information contained in this news release.
Terms of the Acquisition:
In order to acquire an undivided 100% interest in the Properties, the Company will be required to make cash payments totalling $1 million in the aggregate, with the first payment of $150,000 to be made on the date all requisite approvals, including Exchange approval, and if required by the Exchange, shareholder approval, is provided and obtained (the "Approval Date") with the balance payable as follows:
90 days after the Approval Date $200,000
One year after the Approval Date $150,000
Two years after the Approval Date $500,000
In addition, the Company will be required to make aggregate expenditures of $5 million; $1 million within 1 year of the Approval Date; a further $2 million within 2 years of the Approval Date; and with the balance to be incurred within 3 years of the Approval Date. Finally, the Company will issue that number of shares which equals 30% of the issued and outstanding common shares of the Company on a post-consolidation basis (as recently announced) and subsequent to any financing conducted by the Company of up to $2 million (the "Option Shares"). The Option Shares shall be issued subject to compliance with all applicable securities laws and shall be issued over a 3 year period, with the first tranche of 16.7% of the Option Shares issued on the Approval Date; 16.7% 1 year after the Approval Date; 16.6% 2 years after the Approval Date; and the balance 3 years after the Approval Date.
In addition, subject to the approval of the Exchange, for each 100,000 ounces of gold delineated as mineral resources in the measured and indicated categories in the technical report prepared in accordance with NI 43-101 and provided that Company acquires the 100% undivided interest in the Properties, the Company will issue, on a one-time basis, such number of common shares of the Company (the "Bonus Shares") based on a market value of $400,000 on the date of issuance. The Bonus Shares to be issued shall not exceed an amount based on 2.5 million ounces of delineated gold.
Net Smelter Royalty:
Upon the acquisition of the Properties, the Optionor will be granted a 2% non-transferable net smelter return royalty (the "NSR Royalty") with respect to the Properties. The Company will have the right to repurchase the NSR Royalty for $5 million, if at the time of such repurchase there are fewer than a 3 million ounces of gold delineated. If the delineation of gold as described above is greater than 3 million ounces, then the repurchase price will be $10 million.
On the Approval Date, and subject to satisfying the requirements of the Exchange, Alfro Alphonso will be appointed to the board of the directors of the Company. Mr. Alfro Alphonso is a Guyanese business executive with over 30 years of experience in the mining industry. In addition to owning and operating businesses in the farming, broadcasting, service and manufacturing sectors, he is one of the premier independent producers of gold in Guyana. Mr. Alphonso was a pivotal vendor of properties currently under exploration/development by Guyana Goldfields Inc. (TSX: GUY) and is the primary vendor of the properties held by Sandspring Resources Ltd. (TSXv-SSP).
While the initial agreement is intended to be binding, the parties have agreed to enter into a comprehensive definitive agreement setting out in detail the terms and conditions of the Acquisition. The completion of the Acquisition is subject to all applicable approvals, including the approval of the Exchange and, if required by the Exchange, the approval of the shareholders of the Company at a special meeting. In the event shareholder approval is required, the Company will establish a meeting date and will deliver the management circular describing the Acquisition.
Subject to the approval of the Exchange, there will be a finder fee of paid to Bear Trade Corporation by the Company in conjunction with the Acquisition.
Neither 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 or has in any way passed upon the merits of the Acquisition and has neither approved nor disproved the contents of this press release.
This news release may contain forward-looking statements based on assumptions and judgments of management of the Company regarding future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. The Company disclaims any intention or obligation to revise or update such statements except as may be required by law.
SOURCE GMV Minerals Inc.
For further information: For further information: GMV Minerals Inc., Ian Klassen, Tel: (604) 899-0106, www.gmvminerals.com, Email: firstname.lastname@example.org