MONTREAL, Aug. 8 /CNW Telbec/ - Tom Exploration Inc. (TSX-V:TUM) is
pleased to announce that it has signed a letter of intent to acquire 100%
ownership of Duncan Creek Goldduster Ltd, an operating placer gold company.
Duncan Creek Goldduster Ltd property is located in the Mayo Mining District,
Yukon. Duncan Creek Goldduster Ltd is a family run business that has
continuously been mining since 1975 a placer gold deposit (and some silver),
on a seasonal basis.
The Mayo Mining District is 4 hours from the Yukon capital, Whitehorse.
The Duncan Creek Goldduster Ltd property consists of 99 placer claims,
comprising approximately 1,700 acres, 2 houses, a sluice plant, and some heavy
equipments located on-site. From past exploration, three distinct placer
deposits have been identified on the property, situated along Duncan Creek,
namely the Surface Gravel deposit (modern alluvial), the West Plateau deposit
(buried paleochannel), and the Valley deposit (buried paleochannel).
The company has agreed to pay a purchase price of US $3,300,000 for
Duncan Creek Goldduster Ltd payable over a thirty-nine-month period.
A final due-diligence program is commencing immediately and is expected
to be completed by September 10, 2007, all the legal formalities and formal
documentation is anticipated to be completed by September 10, 2007.
Closing is scheduled on or around September 10, 2007, at such time
US $60,000 will be paid by certified cheque.
The balance of the purchase price is payable as follow:
a) US $100,000 shall be payable by certified cheque no later than
October 15, 2007;
b) US $250,000 shall be payable by certified cheque no later than
December 31, 2007;
c) US $650,000 shall be payable by certified cheque no later than
March 30, 2008;
d) US $250,000 shall be payable by certified cheque no later than
July 30, 2008;
e) US $250,000 shall be payable by certified cheque no later than
October 30, 2008;
f) US $240,000 shall be payable by certified cheque no later than
January 30, 2009;
g) US $750,000 shall be payable by certified cheque no later than
December 30 2009;
h) US $750,000 payable by certified cheque no later than
December 30, 2010.
The amounts hereinabove bear interest at a monthly rate of 0.25% or 3% on
an annual basis, until payment is made in full.
If Tom Exploration Inc. is unable to pay the totality of $650,000 in cash
on March 30, 2008, then it will pay US $300,000 in cash and US $350,000 by
issuing shares according to market value at closing on Friday March 28, 2008.
For the 12-year period beginning in 1993 and ending in 2005, Duncan Creek
Goldduster Ltd. has reported a total production of approximately 17,757 raw
ounces of gold, extracted from the placer deposits. For the year 2006, a total
of 483 raw ounces of gold was extracted from the surface gravels. The purity
of gold extracted from placer deposit is 78 % of raw ounces and the gold
finess range is 760 to 820. This information has been obtained from Duncan
Creek Goldduster Ltd. and pursuant to review of its corporate records. With
additional capital expenditure, including additional equipment capable of
greater production, it is Tom Exploration Inc. intention to significantly
increase future gold production from these placer claims.
The company anticipates that production will begin in may 2008.
The purchase of Duncan Creek Goldduster Ltd. remains subject to
completion of satisfactory due-diligence, receipt of any necessary regulatory
approvals and formal purchase documentation.
A sum of $ 450,000 of the $ 800,000 to be raised as a private placement
on a best effort basis, as stated in the press release issued on July 12,
2007, will be used for the acquisition of Duncan Creek Goldduster Ltd.
Pursuant to this private placement, up to 8,000,000 units at a price of
$0.10 per unit will be subscribed. Each unit consists of one common share and
one share purchase warrant. Each warrant entitles the holder to acquire one
share at a price of $0.15 at any time during a period of 24 months from the
date of the closing of the offering. The Directors will be subscribing
$300,000 of the private placement, i.e. 3,000,000 units at the same terms.
The geological data will be verified by an independent geologist from
Yukon (Qualified Person under NI 43-101). Tom Exploration inc. will obtain
soon some tenders from Qualified Persons under NI 43-101 from Yukon.
This press release was prepared by Tom Exploration Inc., and the TSX
Venture has not reviewed and does not accept responsibility for the
adequacy or accuracy of this press release.
For further information:
For further information: Daniel Pauzé, President, (514) 951-7776