MONTREAL, May 24, 2013 /CNW Telbec/ - Kanosak Capital Venture Corporation (TSXV: KKV) (the "Corporation" or "Kanosak") announces that it is providing additional details with respect to its previously-announced proposed acquisition of three properties located in Burkina Faso, Africa.
As disclosed on April 3, 2013, Kanosak entered into a definitive share purchase agreement to acquire 100% of LMZ GOLD Burkina SARL ("LMZ") a subsidiary of Gondwana Gold Inc. ("Gondwana"), a publicly-listed company on the TSX Venture Exchange. Under the terms of the agreement, Kanosak will acquire all of the shares of LMZ, resulting in Kanosak indirectly owning 100% of the exploration and mining rights for the three LMZ properties in Burkina Faso, known as the Gabou, Dianvour and Ouaraba properties (the "Properties"). LMZ has no other material assets other than the Properties and has no material liabilities.
As consideration for the Properties, Kanosak will issue 2,000,000 common shares on closing, a second tranche of 3,000,000 common shares upon the release of a mineral resource estimate of at least 1,000,000 ounces of gold on the Properties and a third tranche of 3,000,000 common shares upon the preparation of a bankable feasibility study on the Properties, for a total potential payment of 8,000,000 common shares. Kanosak has also paid Gondwana $30,000 in cash, 50% of which is refundable on closing.
As disclosed in Gondwana's Annual MD&A, as at December 31, 2012, LMZ had incurred approximately $3 million in exploration costs on the Properties since the issuance of the necessary permits. The details are set forth in the following table, which provides the cumulative spending to December 31, 2012 for each Property. Additional information is available in Gondwana's public filings at www.sedar.com
|December 31, 2012|
| Deferred exploration and
Kanosak also wishes to provide additional technical information with respect to the Dianvour and Ouraba Properties.
The Dianvour property is located 210 km southwest of Ouagadougou in the Ioba Province and covers 248 sq. km. The mining rights were granted to LMZ on November 24, 2011. The permit is valid until November 24, 2014, in its first term of validity, and is renewable for two additional three-year periods.
The exploration began in the 1970s and 1980s under UNDP supervision and revealed gold anomalies in northern Dianvour. From 1995 to 1998, SEMAFO carried out soil surveys and RC drilling in the Lopal area and although some mineralization was outlined, the permit was abandoned. From 2007 to 2010, MESS Sarl carried out geological mapping, systematic soil and outcrop sampling and revealed major gold anomalies north of the property coinciding with extended artisanal mining. In 2012, Gondwana carried out detail soil sampling, trenching, satellite study, IP survey and RC drilling. Significant gold intersections were found related to low conductivity zones.
The Dianvour property is underlain by north and NNE-trending vertical greenschist grade metasediments and minor andesitic rocks in contact to the east with metavolcanic rocks and gabbro. The west and the south of the property is dominated by tonalite and granodiorite possibly in sheared contact with the volcano-sedimentary sequences. The property is affected by sub-parallel cm to m size quartz veining and by NE and NNW-trending faults and a major north-trending shear zone near the contact with metavolcanic rocks to the east.
Gold mineralization are related to mm to cm size quartz stockwork and veining trending NNE parallel to the deformation affecting verticalized metasediments and minor andesitic rocks.
The preceding technical information is taken from the technical report titled "Technical Report - Evaluation of the Dianvour Mineral Property, IOBA Province, South Burkina Faso, West Africa", dated May 1, 2013 and prepared by André Ciesielski, P. Geo, who has consented to its disclosure and who is independent of the Corporation. The Corporation's President & Chief Executive Officer, François Auclair, geo, is the Qualified Person, as defined in National Instrument 43-101, who has reviewed and approved of the disclosure of that information.
The Ouaraba property is located 262 km southwest of Ouagadougou in the Poni Province and covers 129.5 sq. km, 500 m west of the Black Volta, the border with Ghana. The mining rights were granted to LMZ on November 24, 2011. The permit is valid until November 24, 2014, in its first term of validity, and is renewable for two additional three-year periods.
In the 1970s and 1980s, UNDP-supervised geological mapping, geophysical surveys, sampling, trenching and drilling in the greater Gaoua area. In the 1980s and 1990s, PMG (Projet Minier Gaoua) and Billiton carried out major exploration works south and west of the Ouaraba property. From 2007 to 2010 the owner of the permit and MESS Sarl carried out geological mapping, soil and rock sampling and revealed limited gold anomalies to the north and the SE of the property. In 2012, Gondwana Gold carried out limited trenching, detail soil survey and RC drilling and revealed gold intersection north and south of the property.
The Ouaraba property is underlain by north-trending metasediments, to the north east and south, intermediate volcanics and mafic to intermediate intrusive in the center and to the west of the property. The area is affected by meter size quartz veining parallel to the major deformation and by major NE and NW-trending faults.
Gold mineralization are related to mm to cm size quartz stockwork and veining trending north parallel to the deformation affecting verticalized metasediments.
The preceding technical information is taken from the technical report titled "Technical Report - Evaluation of the Ouaraba Mineral Property, Poni Province, South Burkina Faso, West Africa", dated May 1, 2013 and prepared by André Ciesielski, P. Geo, who has consented to its disclosure and who is independent of the Corporation. The Corporation's President & Chief Executive Officer, François Auclair, geo, is the Qualified Person, as defined in National Instrument 43-101, who has reviewed and approved of the disclosure of that information.
In addition, Kanosak wishes to specify that its recently-appointed Chief Financial Officer, Mr. Dejan Ristic, also acts as Chief Financial Officer of Gondwana. Mr. Ristic played no role whatsoever in the negotiation of this transaction.
Completion of this acquisition is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to this acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Kanosak should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Kanosak also wishes to specify that its deferred share unit plan referred to in press release of April 3, 2013, which was adopted by the Corporation's board of directors on February 12, 2013 entitles the beneficiaries only to cash payments and not to any issuances of securities.
For further details, please see Kanosak's press release of April 3, 2013.
This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the completion of the acquisition of the Properties and share issuances to be made. Although Kanosak believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include that the acquisition of the Properties will obtain all required regulatory and shareholder approvals and that Gondwana will complete the sale of the Properties. Factors that could cause actual results to differ materially from expectations include Kanosak's inability to obtain the required approvals or Gondwana's refusal to proceed, for whatever reason, either on a timely basis or at all. These factors and others are more fully discussed in Kanosak's filings with Canadian securities regulatory authorities available at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Kanosak Capital Venture Corporation
For further information:
Kanosak Capital Venture Corporation
Mr. François Auclair, CEO
(514) 889-5089 firstname.lastname@example.org
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Mr. Martin Tremblay