VANCOUVER, May 6 /CNW/ - RT Minerals Corp. (CNSX: "RTM" / the "Company") announces the following option agreement and future first right of financing relating to the Adventure Gold Inc. (TSX.V: "AGE") Meunier-144 Timmins West gold Property, Ontario, contiguous to the western boundary of Lake Shore Gold Corp. (TSX: "LSG") Timmins Mine property and approximately 800m north west, at surface, from the LSG Rusk Zone where LSG has reported drill intersections up to 12.75 g/t Au over 83.40m.
RTM may acquire up to 50% of AGE's Meunier-144 Timmins Property (the "AGE Property") and LSG may acquire up to 10% of the AGE Property pursuant to the following transactions.
The completion of a 2,000,000 unit private placement unit offering in AGE, as to RTM subscribing for 1,000,000 units at $0.20 per unit, and LSG subscribing for 1,000,000 units at $0.20 per unit of AGE. Each unit consists of one share at $0.20 and a half warrant attached to each share. Each full warrant entitles the holder to acquire a further share of AGE at $0.27 per share for a two year term.
In addition, RTM will pay AGE $300,000 cash, 2,500,000 shares of RTM and incur $1,500,000 in firm exploration costs on the AGE Property within 18 months of signing the option agreement, whereupon RTM will have earned a 25% interest in the AGE Property. In order for RTM to earn up to a 50% interest in the AGE Property, RTM will incur a further $1,500,000 in optional exploration expenditures and pay a further 250,000 shares of RTM within the next 42 months. RTM will act as Operator along with LSG acting as field manager for at least the first 18 months of the firm exploration expenditures on the AGE Property. As consideration of the RTM firm commitments, AGE will grant RTM 500,000 compensation warrants of AGE. Each AGE warrant owned by RTM will be exercisable into one share of AGE at $0.20 per share for a one year term.
LSG will have a first right to all future production financing, debt or equity financing by RTM or AGE regarding the AGE Property for such time that the above option agreement is in good standing or RTM or LSG own an interest in the AGE Property.
For such time that the option agreement is in good standing and for a period of up to 10 years, LSG may earn a 10% interest in the AGE Property by LSG carrying out a Preliminary Assessment on any NI 43-101 resources identified by RTM or AGE on the Property and by reimbursing RTM and/or AGE for any costs associated with the initial NI 43-101 report. LSG has agreed to employ its best efforts to integrate any compatible ore discovered on the AGE Property into LSG milling facilities in the Timmins camp, at LSG's custom milling costs and fees. Such custom milling not to adversely interfere with 100% owned LSG ore processing.
ADVENTURE GOLD INC. (TSX.V - "AGE") MEUNIER 144 - WEST TIMMINS GOLD
The AGE Property primarily covers a sequence of volcanic rocks located on the north side of the West Timmins sedimentary basin and along the west extension of the Bristol fault from the Timmins Mine and Thunder Creek properties where Lake Shore Gold Corp (LSG) is currently developing a potential large scale mining operation. The key initial target for exploration on the AGE Timmins Property include the down plunge extension of gold zones located at the Timmins mine and Thunder Creek deposits including a pronounced "Fold nose" structure thought to control the bulk of gold mineralization at the Timmins mine and where LSG recently announced discovery of a second fold nose and significant new gold intersections approximately 600 meters east of the boundary with the AGE property (see LSG press release dated February 18, 2010). Additional targets to be tested will include the projected down plunge extension of the Rusk horizon as well as new targets to be defined by surface exploration along the west extension of the Bristol fault. The initial drill program on the AGE Property will consist of about a 2,500 meter drill hole designed to test both the fold-nose feature and the Rusk horizon below the 2,000 meter level along projected trends defined by LSG as well as one to two wedge holes to test along strike and dip. Coincident with this, some work will be undertaken to evaluate programs for surface mapping, sampling and geophysics. LSG will manage and supervise the above programs.
RT MINERALS CORP. PRIVATE PLACEMENTS
RTM also announces a private placement of 1,750,000 units at $0.20 per unit for proceeds of $350,000. Each unit shall consist of one share at $0.20 and a half share purchase warrant attached to each share. One whole warrant entitles the holder to acquire one further share of RTM at $0.25 for a one year term.
In addition, RTM announces a flow through private placement of up to 4,000,000 shares at $0.20 per share for flow through proceeds of $800,000.
Finder's fees of 8% cash and 8% in compensation warrants are payable in regards to the above two private placements.
A finder's fee of 10% is payable on the above option agreement transaction between RTM and AGE.
The above noted option agreement, private placements and all finder's fees are subject to regulatory filings and acceptance as well as subject to RTM closing the above private placements. After completion of the above RTM private placements LSG will own 19.9% of RTM's issued and outstanding shares.
RT MINERALS CORP. GOLDEN PROPERTY (100%), WEST TIMMINS, ONTARIO
RTM has substantially completed a deep penetrating IP geophysical program covering the northern portions of RTM's 4km by 5km Golden Property located at the southwestern end of the West Timmins gold camp. This program is scheduled to be completed in the next week with drilling to resume on identified targets from this IP program in late May 2010 on the Golden Property. LSG holds a right to earn a 50% interest in RTM's Golden Property by spending $5,000,000 in exploration over a five year term.
The above information may contain forward-looking statements and events relating to the future performance of the Company. Forward looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties are detailed from time to time in the Company's filings with the appropriate regulatory authorities. We seek safe harbour.
SOURCE RT MINERALS CORP.
For further information: For further information: Donald (Dan) M. Clark, President, CEO, (604) 681-3170