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Trading Symbol: TSX-V: GGD.P
HALIFAX, March 29 /CNW/ - Terry Coughlan, President, CEO and CFO of GoGold Resources Inc. ("GoGold"), a capital pool corporation, announces:
GoGold has entered into a formal asset purchase agreement dated March 29, 2010 (the "Agreement") with Celtic Minerals Ltd. ("Celtic") for the arm's length acquisition of the Rambler Property in Newfoundland, Canada, (the "Transaction") located about 9 kilometers southeast of the town of Baie Verte on the Baie Verte Peninsula on NTS Map Sheet 12H/16 and about 564,570mE, 5,528,070mN UTM, NAD 27 Projection, Zone 21 and consisting of one exploration License 9060M which consists of 85 contiguous claims covering approximately 21.25 km2 (the "Rambler Property").
The Transaction is expected take the form of an asset purchase whereby GoGold will acquire the Rambler Property in consideration for the issuance of 250,000 GoGold common shares to Celtic at a deemed issue price of $0.27 per common share, and by paying $130,000, of which $25,000 has been paid as a non-refundable deposit. Celtic will retain a net smelter royalty ("NSR") of 2%. GoGold may at any time purchase one-half of the NSR for $1,000,000.
Pursuant to TSX-V Listings Policy 2.4, the arm's length purchase of the Rambler Property will be GoGold's qualifying transaction (the "Qualifying Transaction"). The Qualifying Transaction remains subject to a number of closing conditions including, inter alia, shareholder and regulatory approvals and adequate financing.
Trading of the common shares of GoGold was halted at GoGold's request when it announced its proposed Qualifying Transaction on March 5, 2010 and will remain halted pending closing of the Qualifying Transaction and the Exchange's receipt of satisfactory documentation.
Terry Coughlan, President and CEO of GoGold stated "We are very pleased to have the opportunity to explore such an advanced exploration property. The availability of historic data and new target generation theories being developed by the Geological Survey of Canada may very well lead to new discoveries in this historic mining district."
Barry Greene, Vice President, Exploration of Celtic further commented "In concluding a formal agreement with GoGold, Celtic will have disposed of a non-core asset, but has retained a royalty on production. We are pleased to have GoGold exploring this prospective property and wish them every success."
The Rambler Property is intended to be GoGold's Qualifying Property as such term is defined under TSX-V Listings Policy 2.4.
A technical report dated February 15, 2010 on the geology and mineralization of the Rambler Property was prepared by Mercator Geological Services Limited ("Mercator") on behalf of GoGold to comply with technical reporting and disclosure requirements set out under National Instrument 43-101 (the "Technical Report").
The Technical Report documents the extensive exploration and mining history of the Rambler Property. Three past producing base metal mines exist on the claims and the property is adjacent to the Rambler Metals and Mining PLC property where the company is currently mining at the Ming Mine. The Technical Report outlines new exploration potential for the property including gold mineralization associated with the footwall zone at the Rambler Main Mine. In addition, the potential for VMS base metal and gold mineralization is also highlighted in other areas of the property.
The following is excerpted from the Technical Report.
Property Description and Location
The Rambler Property is located in Newfoundland about 9 kilometers southeast of the town of Baie Verte on the Baie Verte Peninsula within NTS Map Sheet 12H/16 and at about 564,570mE, 5,528,070mN UTM, NAD27 Projection, Zone 21. The property area is accessible via Highway 414 originating from the town of Baie Verte, and by numerous wood roads as well as the Rambler Mine Road that transect the property. The nearest airport is located 160 kilometers to the southwest and is serviced by daily flights.
The mineralization in the Rambler area occurs in three main types and include 1) massive sulphide mineralization, 2) footwall disseminated and stringer mineralization and 3) late stage post deformational epigenetic quartz veining. The massive sulphide zone consists of fine- to medium-grained massive and banded sulphides. The banding apparently occurs in areas of higher strain and is due to changes in sulphide composition from band to band. Near the base of the massive sulphide zone are local areas of breccia ore, containing siliceous fragments surrounded by pyrite with minor chalcopyrite and sphalerite. The dominant sulphide is pyrite, with lesser chalcopyrite and sphalerite; trace amounts of galena also occur. Gold and silver contents within the massive sulphides are considered significant. The massive sulphide lens at the Rambler Main Mine has a strike length of 60 to 90 meters, an average thickness of about 5 meters and plunges 30 degrees to 35 degrees to the northeast to a vertical depth of approximately 550 meters. Underlying the massive sulphides is the footwall stringer zone, comprising fine-grained greyishgreen quartz-sericite +/- talc and dark green quartz-chlorite schists with bands, stringers and disseminations of sulphides. Banded sulphides containing fine to medium grained pyrite with blebs and stringers of chalcopyrite and sphalerite occur in the immediate footwall. That part of the footwall within 40 to 60 feet of the massive sulphides is typically auriferous with grades averaging 1.5 to 2.5 gpt gold; higher grades of gold tend to be restricted to the more siliceous parts of the footwall, which has been designated the "footwall gold zone" which was not previously mined. Progressing deeper into the footwall, the mineralization changes to stringer sulphides, which are composed of combined fine to medium-grained pyrite, sphalerite, chalcopyrite (locally coarse-grained) and pyrrhotite. Sulphides typically become less abundant with depth and distance from the massive sulphide lens; quartz-sericite schists grade to chlorite schists laterally and away from the massive sulphides.
The footwall gold zone that was not previously mined at the Rambler Main Mine occurs immediately below the massive sulphide zone and extends from the surface discovery outcrop to a depth of at least 520 meters. The strike length varies from 20 meters to about 60 meters, is 10 meters thick, and grades from about 4.0 to 8.7 gpt gold. Late-stage post-deformational epigenetic veins have been intersected by drilling on the property and appear to be similar to the quartz-sulphide veins observed in some surface showings. These veins tend to be large (up to 5 meters in drill core) and are mainly white quartz. Adjacent wall rock is extensively silicified with associated sulphides and anomalous gold values.
Celtic staked the current property (License 9060M) in the fall of 2002. In that same year the company optioned the property to Topsail LLC and a 1,277 line kilometer helicopter-borne electromagnetic and magnetic survey, using AeroQuest's AeroTEM system, was carried out over several licenses, including Celtic's holdings, and covering much of the Pacquet Harbour Group. Between 2002 and 2004 Topsails LLC carried out ground follow-up work on the property including linecutting, ground geophysics and the diamond drilling of selected geophysical anomalies. GeoScott Exploration Consultants Inc. completed Max-Min horizontal loop electromagnetic (HLEM), magnetic, large-loop transient EM and some Gradient Induced Polarization (IP) surveys. Selected lines on each grid were surveyed with multi-dipole IP and processed using inversion methods to assist in defining new drill targets. In 2006 the claims reverted back to Celtic and in 2008 Insight Geophysics Inc. conducted an Insight Section Time Domain IP/Resistivity survey over part of the Rambler Property and the eastern part of Celtic's license. Celtic's portion of the survey consisted of 10 lines totaling 12.75 kilometers. At the time of writing the Technical Report Celtic had not received a final interpretation of the IP survey from a geophysicist. Preliminary interpretation shows that line to line coincidence exists in both resistivity and chargeability anomalies. These anomalies form a northeast trend that approximates the plunge extension of the Rambler Main Mine orebody.
The Geological Survey of Canada has initiated the TGI-3 Appalachians Project research to focus on upgrading the geoscience knowledge base in central Newfoundland. This project work has been on-going in the Baie Verte area and covers the Celtic claim group. The TGI-3 program will complete a new ground-based, gravity survey based on a nominal 1 km grid, and additional high resolution gravity surveys will be completed over specific structures. The gravity data will be combined with existing geophysical and rock properties data to form a new 3D geophysical model. The survey will use strategic geochemistry, geochronology and geophysics, in combination with detailed bedrock mapping to enable extrapolation from the well constrained sequences across the belt and providing a focus for future exploration. Results of the TGI-3 project are to be published in the near future and will provide a much better understanding of the structure and architecture of the Rambler VMS camp. This information should be available to GoGold and will help advance their future exploration projects.
Interpretation and Conclusions
Past exploration on the Rambler Property and current mining activities by Rambler Metal and Mining PLC at the adjacent Ming Mine confirms that VMS deposits and/or their footwall stringer zones represent excellent exploration targets for gold and base metal mineralization. VMS style mineralization has been well documented on the Rambler Property covered by the Technical Report and has been mined in both surface and underground operations. In addition, numerous mineral occurrences have been identified during past surface exploration programs. Prospective exploration targets within the Rambler Property are based on the history of past exploration and development and also on new research currently underway in the Rambler Property areas. Mercator has summarized the potential exploration targets on the Rambler claim holdings as follows:
1. Lithostratigraphic contacts and possible surface expressions of
mineralization or alteration.
2. Surface showings that may represent "leaked" or remobilization of
deeper or structurally offset mineralized zones.
3. Zones of alteration where silica-sericite +/- talc +/- extensive
chlorite +/- chrome- or vanadium micas occur.
4. Geophysical targets that display ribbon shaped responses in
5. Predicted down-plunge extensions or strike offset of all surface
6. Larger gabbroic intrusive contacts where possible stoping, rafting,
remobilization or transportation of mineralization zones may have
7. Chert and/or iron formations that may represent vectors to VMS
8. D2 shear zones and late extensional shear zones and inverted thrusts
that may host epigenetic quartz vein associated gold mineralization.
9. Cherty iron formation near D2 structures as they may host epigenetic
gold mineralization similar to that found at the Nugget Pond Deposit.
Based on the findings of the Technical Report Phase 1 and Phase 2 recommendations have been made for ongoing exploration on the Rambler Property. These recommendations are summarized as follows:
1. Digital compilation of historic data including all geology,
geochemistry and geophysics.
2. Review of 2004 diamond drilling on the Rambler Property.
3. Create a 3D geological model for the Rambler Main Mine, East Mine and
Big Rambler Pond Deposit.
4. Construct a GOCAD 3D visualization model for the Rambler Property that
merges all available data such as the TGI-3 3D model, ground based
geophysics, historic drill holes, geological and geochemical data to
aid in future exploration.
5. Complete re-interpretation of 2008 IP survey data on the Rambler
6. Review and reprocess and reinterpretation of historic geophysical
7. Complete a detailed review and re-logging of all available drill core
for the main mineralized zones on the property and in particular the
Rambler Main Mine. The Proposed Phase 1 Estimates Exploration budget
Rambler Property - Technical Report February 2010
Directors and Management
The following individuals will continue to be the directors and officers of GoGold after the Qualifying Transaction is concluded:
Mr. Terence F. Coughlan - President, CEO, CFO and Director - P.Geo., of Dartmouth, Nova Scotia, holds a B.Sc. (geology) degree from St. Mary's University (1987) and has been actively involved in the mineral resource industry since 1984. Mr. Coughlan was director of Gammon Gold Inc., a mineral exploration company which trades on the TSX and NY Stock exchanges, and served as Vice President and Director of that company from 1997 to December 2003. Mr. Coughlan was Vice President of Acadian Mining Corporation from 2003 to February, 2010 and a director of Acadian Mining Corporation from 2003 until November, 2009. Mr. Coughlan was a Director of Royal Roads Corp. from August, 2008 to February, 2010 and is a qualified person as defined by National Instrument 43-101.
Mr. Daniel Davies Whittaker - Director - MBA, CFA, served as the President and CEO, Chief Financial Officer, Chairman and/or Director of Ucore Uranium Inc., a Canadian mining company and its predecessor company, Birchpoint Capital Inc., a capital pool company from January 2006 to March 2008. He also served on the board of directors of Merrex Gold Inc., a Canadian mining company from June 2006 to January 2009. He also served as the President and CEO, Chief Financial Officer, VP, Secretary and/or a director of Jilbey Gold Exploration Ltd., a Canadian mining company from 1995 to August, 2005 when Jilbey was merged with a wholly-owned subsidiary of High River Gold Mines Ltd. by plan of arrangement. Mr. Whittaker served as the Chairman of the Special Committee of the Board of Directors of Jilbey that reviewed the transaction. In addition, he served as Chief Financial Officer and Secretary of Carpathian Gold Inc., a Canadian mining company, from September 2005 to April 2006. He holds a Bachelor of Arts (Economics) Degree and a Masters of Business Administration from the Richard Ivey School of Business at the University of Western Ontario obtained in 1981 and 1983 respectively. He also holds the Chartered Financial Analyst designation from the CFA Institute obtained in 1995.
Mr. Phillip Gaunce - Director - CA - Since 1990, Phillip H. Gaunce has been the President of Alfred J. Bell and Grant Limited, a Nova Scotia based insurance brokerage. Mr. Gaunce has been a past board member and audit committee member at the IWK Health Centre from September, 2001 to September, 2007. He served on the Audit Committee at the IWK Health Centre from April, 2003 until September, 2007. Mr. Gaunce has been a member of the Audit Committee for the IWK Foundation since October, 2008. Mr. Gaunce has been a board member and audit committee member for RediShred Capital Corp since October, 2006. Mr Gaunce received his Bachelor of Commerce degree from Saint Mary's University in 1984 and his CA designation in 1986.
The Qualifying Transaction is subject to, among other things, completion of a concurrent equity financing.
GoGold proposes to complete a non-brokered private placement of flow-through common shares for a minimum of $400,000 at a price of $0.30 per flow-through common share. The flow through common shares will entitle the holder to certain Income Tax Act benefits. The current officers and directors of GoGold may subscribe under the proposed private placement.
There are currently 15,000,000 common shares of GoGold outstanding. After completion of the Qualifying Transaction and the aforementioned financing there are expected to be 16,583,333 common shares of GoGold outstanding (excluding the exercise of any outstanding options or warrants).
This press release was prepared under the supervision of Peter C. Webster, P. Geo., President Mercator Geological Services who is a Qualified Person as defined under National Instrument 43-101. Peter C. Webster has reviewed the scientific and technical information in this press release.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, further due diligence, and Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investor are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of GoGold should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.
SOURCE GoGold Resources Inc.
For further information: For further information: Terence F. Coughlan, President, GoGold Resources Inc., (902) 482-1998, F: (902) 446-2001