CALGARY, Sept. 16 /CNW/ - Champlain Resources Inc. ("Champlain" or the "Corporation"), listed on the TSX Venture NEX Exchange under the trading symbol "CPL.H", today announced it has executed a Letter of Intent with Boxxer Gold Corp. ("Boxxer"; TSX Venture: BXX) in their Gordon Lake Gold Project. Pursuant to the Letter of Intent, Champlain will earn an interest in Boxxer's Gordon Lake Gold Project by way of a three year option agreement with staged payments, share issuances and spending commitments. The proposed transaction is subject to regulatory and other approvals. The principal terms and conditions of the Letter of Intent are summarized below:
a) Champlain has the option to earn a 55% interest in the Gordon Lake
Gold Project over a three year period;
b) In year one, Champlain will make a cash payment to Boxxer of $50,000,
issue to Boxxer 250,000 common shares of Champlain and commit to
spend a minimum of $200,000 of exploration expenditures on the
property within such year,
c) In year two, Champlain will make a cash payment to Boxxer of $25,000,
issue to Boxxer 500,000 common shares of Champlain and commit to
spend a minimum of $800,000 of exploration expenditures on the
property within such year;
d) In year three, Champlain will make a cash payment to Boxxer of
$25,000, issue to Boxxer 500,000 common shares of Champlain and
commit to spend a minimum of $1,000,000 of exploration expenditures
on the property within such year.
The proposal does not allow for any partial earning of interest.
The proposed transaction is subject to the following conditions:
a) Champlain shall receive all approvals from necessary regulatory
b) Champlain will acquire adequate financing for year one's minimum work
c) Champlain will have adequate time to perform due diligence on the
Gordon Lake Project including title and other searches and completion
of a National Instrument 43-101-compliant technical report on the
Gordon Lake Project.
The above conditions are expected to be satisfied by the end of October
2009. On satisfaction of the above mentioned conditions, Champlain and Boxxer
intend to enter into a definitive agreement. A finder's fee on terms to be
negotiated may be payable upon entering into the definitive agreement.
Champlain proposes a private placement of up to an aggregate of 12,000,000 Units at a price of $0.05 per Unit. Up to 6,000,000 of the Units will consist of one (1) common share and one (1) common share purchase warrant exercisable for one year at a price of $0.10 cents per warrant (the "Common Share Units") and up to 6,000,000 of the Units will consist of one (1) common share issued on a flow-through basis and one (1) common share purchase warrant exercisable for one year at a price of $0.10 per warrant (the "Flow-Through Units"). The private placement is for up to $600,000 gross proceeds and is subject to applicable regulatory approvals. There is no minimum for the private placement of the Flow-Through Units or the Common Share Units. The private placement offering will be made on a non-brokered basis; however the Corporation may pay a commission of up to 10.00% to finders or agents who are at arm's length to Champlain.
Champlain intends to use these proceeds to pursue the Gordon Lake Project and for general working capital.
This press release contains certain forward-looking statements including without limitation expectations regarding the satisfaction of certain conditions set forth in the Letter of Intent. These statements are based on Champlain's current expectations and assumptions that could prove to be incorrect. The forward-looking statements are not guarantees of future performance and undue reliance should not be placed on them. The Corporation has assumed that the terms of the Letter of Intent will be acceptable to regulatory authorities and that the proposed private placement can be and will be completed on a timely basis. Actual results may differ materially as a result of risks, uncertainties and other factors, such as: changes in the general economic, regulatory, industry, market and business conditions, fluctuations in commodity prices and currency exchange rates; the successful and timely implementation of growth projects; imprecision of reserve estimates; environmental risks; and competition from other industry participants. In addition to the foregoing risk factors, the assumptions made by the Corporation are subject to the risk that regulatory approval is not within the control of the Corporation and there can be no assurance that any portion of the proposed financing will be completed. Also affecting the accuracy of any forward-looking statement is the availability of capital required to implement future operational plans, uncertainties resulting from potential delays or changes in plans, among others. Unless otherwise required by securities laws, the Corporation is not under any obligation to update the forward looking statements, assumptions and related risks made herein.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE CHAMPLAIN RESOURCES INC.
For further information: For further information: Mr. Troy Mochoruk, Chairman & CEO: Tel: (403) 618-8989, E-mail: firstname.lastname@example.org, www.champlainresources.com