VANCOUVER, Feb. 28, 2012 /CNW/ - Cliffmont Resources Ltd. (TSXV: CMO) (the "Company") is pleased to announce that it has closed its acquisition (the "Acquisition") of all of the issued and outstanding shares of Tarana Resources S.A. ("Tarana"). Tarana is the indirect owner of a mineral exploration license which covers 2,623 hectares (the "San Luis Property"), located in Palermo, Huila in Colombia.
"We are very pleased to have closed the acquisition of the San Luis gold project in Colombia and look forward to starting an aggressive exploration program and continuing to work with the local communities. The company will focus on exploration and evaluating the potential of multiple targets in this historical mining district," stated Jeff Tindale, President and CEO.
As consideration for the acquisition of all of the outstanding shares of Tarana, the Company has issued an aggregate of 10,000,000 common shares (the "Payment Shares") of the Company to the vendors, who are all at arm's length to the Company. In addition, the Company has agreed to make cash payments to the vendors of an aggregate of $2,000,000 over a period of two years, of which $600,000 has been paid, and incur expenditures of an aggregate of $2,000,000 on the San Luis Property also over a two year period. In addition, The Company has also agreed to issue to the vendors one additional common share for each one ounce of gold or gold equivalent (using a historical three year average of applicable metal prices) which is identified as proven or probable mineral reserves (as such terms are defined in National Instrument 43-101 ("NI 43-101")) on the San Luis Property in a NI 43-101 compliant technical report, subject to the issuance of a maximum of 10,000,000 common shares of the Company. All of the Payment Shares are subject to a Tier 2 Value Security Escrow Agreement and an aggregate of 605,934 common shares which are beneficially owned or controlled by directors and officers of the Company are subject to a Tier 1 Value Security Escrow Agreement.
Pursuant to a finder's fee agreement, the Company has also issued an aggregate of 500,000 common shares (the "Finder's Shares") of the Company to an arm's length third party, as a finder's fee in connection with the Acquisition.
The Company has also completed the balance of a part and parcel non-brokered private placement announced by the Company on October 3, 2011 issuing an aggregate of 1,875,000 units (the "Units") at a price of $0.40 per Unit for gross proceeds of $750,000. Each Unit consists of one common share (a "Unit Share") of the Company and one non-transferable common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to subscribe for one additional common share at an exercise price of $0.60 per share until February 28, 2014. No commissions or finder's fees were paid in relation to the private placement. The proceeds of the private placement will be used in conjunction with the Acquisition as announced on October 3, 2011.
The Payment Shares, the Finder's Shares and the Unit Shares and the Warrants comprised of the Units are all subject to a four month hold period expiring on June 29, 2012.
A copy of the NI 43-101 Technical Report was prepared by Discovery Consultants and can be accessed under the Company's profile on SEDAR (www.sedar.com or at the Company's website: www.cliffmontresources.com.
ON BEHALF OF THE BOARD
Jeff Tindale, President and CEO
Cliffmont Resources is a publicly-listed (TSXV: CMO) Vancouver-based mineral exploration company focused on advancing and developing exploration projects in Colombia. Cliffmont is located in the Department of Huila, a prolific historical mining area in central Colombia and has 100% ownership in the San Luis Project, comprising a 2,623 hectare tenement. The San Luis project includes principal targets of gold-silver bearing quartz veins while exploring for mineralization in stockwork, hydrothermal breccias, and gold and gold-copper porphyry. The San Luis district is mining friendly and is supported with a comprehensive infrastructure network. Cliffmont has assembled a strong management team while implementing ongoing community and social initiatives.
Forward Looking Statements. This Company news release contains certain "forward-looking" statements and information relating to the Company that are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors and strategic partners, the interest rate environment, governmental regulation and supervision, seasonality, technological change, changes in industry practices, and one-time events. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein.
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.
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