SL Resources Inc. ("SLR") is pleased to announce that it has entered into a
binding pre-acquisition agreement (the "Pre-Acquisition Agreement") with LLC UK
Dalsvetmet ("DZM"), an arm's length private Russian Federation corporation,
pursuant to which SLR will acquire (the "Acquisition") four wholly-owned
subsidiaries of DZM and DZM's entire 80% interest in a fifth subsidiary.
About the Acquisition
SLR will acquire Ildikangold, Dalsvetmet, LLC Koryakmining and Vostokzvetmet
from DZM, being four wholly-owned subsidiaries of DZM, as well as the entire 80%
interest of DZM in LLC Geozvetmet (each, an "OpCo" and collectively, the
"OpCos"), in exchange for the issuance by SLR of 85,000,000 common shares (each,
an "SLR Share") to DZM.
Prior to the completion of the Acquisition, SLR intends to conduct:
(a) a non-brokered offering of SLR Shares to raise aggregate gross proceeds
of US$450,000 (the "SLR Share Offering"); and
(b) a non-brokered offering of subscription receipts ("Subscription
Receipts") to raise aggregate gross proceeds of at least CDN$5,000,000
(the "Subscription Receipt Offering").
Pursuant to the Subscription Receipt Offering, each Subscription Receipt shall
be automatically exchangeable, without any further action by the holder thereof,
for one SLR Share following the satisfaction of certain release conditions
relating to the completion of the Acquisition.
About DZM
The OpCos hold exploration and mining rights to five large properties in Eastern
Russia (Ildikan, Uryum/Nasedkino, Zolin-Arkinsk, Pridneprov and Takhtamygda);
the most developed and prospective of which are the 100% owned Ildikan and
Nasedkino properties. The Pridneprov property is held by LLC Geozvetmet which is
80% owned by DZM with minority partners under a joint venture arrangement.
Ildikan
The Ildikan property contains the Savkino gold mine, a producing gold mine,
located approximately 400 km due east of Chita, the administrative capital of
the Zabaikalsky Kray region of the Russian Federation. The deposit is situated
15 km from the Chinese border. The distance to the nearest railway stations at
Dosatui and Priargunsk is 120 km and 160 km, respectively. The property is
connected to the stations via upgraded all-weather gravel roads. Access from
Chita is via the Chita-Khabarovsk federal highway and then by upgraded
all-weather gravel roads, a travel distance of approximately 700 km. The
drive-in/drive-out camp and other infrastructure at the mine site are linked by
all-weather gravel roads constructed and maintained by Ildikangold.
The licence for exploration and production of hard rock gold and subsidiary
components in the Ildikan area expires on June 15, 2031 and covers 37 km2, of
which the mine covers a surface area of 3.1 km2.
A National Instrument 43-101 ("NI 43-101") compliant technical report on
Ildikangold's Savkino gold mine (the "Savkino Technical Report") has been
prepared by Micon International Co. Limited ("Micon"), under the supervision of
Stanley C. Bartlett, with contributions by Jonathan Steedman, each of whom is an
independent "qualified person" under NI 43-101.
Micon created a mineral resource block model and mineral resource statement
compliant with the Canadian Institute of Mining, Metallurgy, and Petroleum
Resources ("CIM") Standards for Reporting Mineral Resources and Reserves.
Savkino mineral resources were classified on the basis of the density of drill
hole data. The Micon Savkino mineral resource estimate based on a cut-off grade
of 0.5 g/t Au is summarised in Table 1.1.
Table 1.1: Savkino Mineral Resources as at 1st September 2010
-------------------------------------------------------------------------
Tonnage Grade Gold Gold
Category (000's) (Au g/t) (kg) (000's of oz)
-------------------------------------------------------------------------
Measured 359 1.29 464 15
Indicated 4,425 1.09 4,837 155
Measured & Indicated 4,784 1.11 5,301 170
Inferred 461 1.61 742 24
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Mining the Savkino deposit commenced in 2008 as an open pit, using conventional
truck and shovel methods. The pit operates year-round, with two 12 hour shifts
seven days per week. Initially much of the intensely weathered rock was mined
without drilling and blasting; however, the proportion of rock that requires
drilling and blasting has increased now that the pit has advanced to depth.
Proved and probable mineral reserves were derived from measured and indicated
mineral resources respectively that fall within the Micon final pit design.
Operating factors such as dilution and ore losses were applied to the measured
and indicated mineral resources within the open pit design to derive the mineral
reserves. The Micon Savkino mineral reserve estimate at a cut-off grade of 0.7
g/t Au is presented in Table 1.2.
Table 1.2: Savkino Mineral Reserves as at 1st September 2010
----------------------------------------------------------------------------
Tonnage Grade Gold Gold
Category (000's) (Au g/t) (kg) (000's of oz)
----------------------------------------------------------------------------
Proved 269 1.46 393 13
Probable 2,463 1.27 3,122 100
Proved + Probable 2,732 1.29 3,515 113
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Low Grade (0.5 - 0.7 g/t Au)
----------------------------------------------------------------------------
Marginal 960 0.6 580 19
Waste 12,977
Strip Ratio (t:t) 5.1
----------------------------------------------------------------------------
A life of mine production schedule was prepared to achieve a production rate of
690 kg of gold per year (540 kg recovered), giving a mine life of just over 5
years. The schedule is presented in Table 1.3.
Table 1.3: Mine Production Schedule for Savkino at 1st September 2010
----------------------------------------------------------------------------
Mineral
Total ---------------------------------------------
Tonnage Tonnage Grade Gold
Year (000's) (000's) (Au g/t) (kg)
----------------------------------------------------------------------------
2010 1,544 210 1.26 266
2011 4,457 577 1.20 690
2012 4,394 613 1.13 690
2013 3,692 561 1.23 690
2014 2,014 505 1.37 690
2015 581 266 1.84 489
Total 16,682 2,732 1.29 3,515
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Marginal
---------------------------------------------------------------
Waste
Tonnage Grade Gold Tonnage Strip
Year (000's) (Au g/t) (kg) (000's) Ratio
----------------------------------------------------------------------------
2010 82 0.60 49 1,252 6.3
2011 298 0.60 178 3,582 6.7
2012 272 0.60 162 3,509 6.2
2013 178 0.62 111 2,953 5.6
2014 120 0.61 74 1,389 3.0
2015 10 0.64 6 305 1.2
Total 960 0.60 580 12,990 5.1
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The planned production for 2010 to 2015 is summarised in Table 1.4.
Table 1.4: Planned Process Production
----------------------------------------------------------------------------
Item 2010 2011 2012 2013 2014 2015
----------------------------------------------------------------------------
Ore Stacked (kt) 481 577 602 567 506 443
Ore Au Grade (g/t) 1.29 1.20 1.15 1.22 1.36 1.59
Ore Contained Au (kg) 622 693 690 690 690 702
Au Produced (kg) 496 540 540 540 540 556
Au Recovery (%) 79.7 78.0 78.3 78.3 78.3 79.2
----------------------------------------------------------------------------
Nasedkino
The Nasedkino deposit is located in Eastern Siberia, 440 km northeast from the
city of Chita, and 700 km by paved road to Khabarovsk, one of the biggest
industrial cities in Eastern Russia. The property includes two separate
licenses. The Uryum license, an exploration license covering an area of 221.35
km2 is valid until December 31, 2012 and is renewable. The Nasedkino mining
license, which covers an area of 10.97 km2 is valid until December 1, 2025.
The Nasedkino deposit is readily accessible by all-weather gravel road from the
town of Mogocha, which is 37 km away. Numerous gravel roads and bulldozer trails
have been constructed to provide access for drilling within the licence areas.
In the winter, snow trails can also be utilised, and during the spring season,
when road conditions are poor, the areas can be accessed via helicopter. The
town of Mogocha has a railroad station on the Trans-Siberian Railway.
A NI 43-101 compliant technical report on the Nasedkino property (the "Nasedkino
Technical Report") has been prepared jointly by Micon and SRK Consulting
("SRK"), under the supervision of Stanley C. Bartlett of Micon, with
contributions by Dorinda K. Blair, Eric Olin and Jeffrey Volk of SRK, each of
whom is an independent "qualified person" under NI 43-101.
The Nasedkino mineral resource estimate was prepared by Mr. Jeffrey Volk of SRK
and the mineral resources have been categorised following the guidelines of the
Canadian Institute of Mining, Metallurgy, and Petroleum Resources ("CIM")
Standards for Reporting Mineral Resources and Reserves.
Mineral resources for the Nasedkino gold project reported as contained within a
potentially economically mineable open pit at a cut-off grade of 0.6272 g/t Au
are presented in Table 2.1.
Table 2.1: Nasedkino Mineral Resources(i) as at 24th September 2010
----------------------------------------------------------------------------
Contained
Mineral Contained Au
Resource Tonnage Grade Au (000's of
Area Category (Mt) (g/t Au) (kg) oz)
----------------------------------------------------------------------------
Pridolinny Indicated 2.717 1.52 4,130 133
Total Indicated 2.717 1.52 4,130 133
Pridolinny Inferred 0.315 1.43 450 14
Gora 5 Inferred 1.054 2.19 2,308 74
Zhdanny Inferred 0.970 1.99 1,930 62
Total Inferred 2.338 2.01 4,699 151
----------------------------------------------------------------------------
(i) Mineral resources are not mineral reserves and do not have demonstrated
economic viability. All figures have been rounded to reflect the relative
accuracy of the estimates. The cut-off grade is based on and assumed metal price
of US$1,200/oz of gold, operating costs estimates, royalty and a metallurgical
recovery of 87% for gold.
Mr. Stanley Bartlett and Mr. Jeffrey Volk have reviewed and approved the
technical information in this news release. The Savkino Technical Report and the
Nasedkino Technical Report will be filed under SLR's profile on SEDAR at
www.sedar.com within 45 days of this press release.
About the Resulting Issuer
SLR's business will carry on the business of the OpCos upon completion of the
Acquisition. In particular, the Resulting Issuer will:
(a) continue to carry on the business of the OpCos, which consists of the
acquisition, exploration, development and mining of mineral properties
in the Russian Federation, including the two material properties of the
OpCos, Ildikan and Nasedkino; and
(b) actively seek, evaluate and acquire interests in other projects or
business opportunities in the mineral exploration industry that are
indicated to have substantial potential.
Upon completion of the Acquisition, the directors and officers of SLR are
anticipated to be:
Maxim Finskiy - Executive Chairman and Director. Mr. Finskiy is the President of
MMC Intergeo, the mining and exploration arm of the private Russian conglomerate
Onexim Group, which is Russia's largest investment fund with US$25 billion in
assets. From 2001 to 2008 he was Deputy General Director and Deputy Chairman of
the Management Board of MMC Norilsk Nickel. Mr. Finskiy sits on the board of
Polyus Gold, a Russian company which is one of the world's top gold producers.
Dr. Geoffrey Cowley - Chief Executive Officer and Director. Dr. Cowley has
significant experience in a range of world class metal mining operations in
Africa, Asia, Middle East, the former Soviet Union and Russia. Dr. Cowley has
held senior positions with such corporations as Kinross Gold Corporation,
Strikeforce Mining and Resources plc, Anglo American Corporation, De Beers,
British Steel Corporation, and many others.
Robert Armao - Director. Mr. Armao serves as Chairman of the board of Armao and
Company, Inc., an international communications and financial relations firm
representing a broad range of clients including foreign governments,
international corporations, investment funds and political organizations. Mr.
Armao is a Senior Advisor to Monument Capitol Group, LLC., a Washington-based
private investment and advisory firm which focuses on opportunities in the
homeland security and defence sector. Mr. Armao also served as Executive Officer
and Chief of Staff to the United States Secretary of Labour in 1973.
Sergey Chalykh - Director. Mr. Chalykh is the Chief Financial Officer of MMC
Intergeo. Previously, he served at MMC Norilsk Nickel in a series of positions
of increasing responsibility, including Deputy Director of the Investment
Department from October, 2005 to February, 2007 and Director of the Investment
Department from March, 2007 to October, 2008.
Francis Scola - Director. Mr. Scola is the Chief Executive Officer of Ecometals
Limited, a Canadian-listed mineral exploration and development company focused
on mineral resources in Latin America. Previously, he was a partner, portfolio
manager and consultant for the Shipston Group, which invests in venture capital
natural resource projects, private equity, currencies, futures, bonds, equities
and various investment funds. Mr. Scola was also a partner and portfolio manager
at Weintraub Capital Management and a partner, analyst, and portfolio manager at
Touchstone Investments. Mr. Scola is a partner at LFM Partners, a partnership
with extensive investments in the natural resources sector.
Edward Sugar - Director. Mr. Sugar is the founder and principal of EAS Advisors
LLC, an advisory services firm. He has more than 25 years of experience in
commodities and related sectors. From 1999 to 2007, Mr. Sugar worked for
Jefferies & Co., an independent, full-service securities and investment banking
firm. Prior to joining Jefferies and Co., Mr. Sugar was a Managing Director for
Marc Rich & Co. in Melbourne, Australia from 1998 to 1999, where he focused on
identifying investment and purchase candidates in the resources sector, as well
as commodity trading opportunities.
Andrew Robertson - Chief Financial Officer. Mr. Robertson is a qualified
Chartered Accountant in the United Kingdom with over 20 years of experience in
industry. He is the Chief Financial Officer of Ecometals Limited, a
Canadian-listed mineral exploration and development company focused on mineral
resources in Latin America. He started his career with Laporte plc at a time
when it was involved in the mining of titanium containing ores in Australia,
which it processed into titanium dioxide, and also the mining of bentonite in
Brazil and Spain. Mr. Robertson holds a B.Sc. degree in Business Economics from
London University.
Gary Artmont - Chief Geologist. Mr. Artmont has over 34 years experience in the
mining business, operating in 19 countries. In the early 1990s, Mr. Artmont was
Chief Geologist for Freeport-McMoRan Copper & Gold, based in Indonesia. In the
mid-2000s, as a consultant, he evaluated acquisition opportunities in Eastern
Europe, West Africa, South America, Southeast Asia and Mongolia for a number of
different companies, including Ivanhoe Mining, Stillwater Mining and LFM
Partners. Recently, Mr. Artmont has acted as a consultant to DZM and MMC
Intergeo. Mr. Artmont's work has focused on a wide range of commodities
including copper, gold, uranium, iron, coal and nickel.
Immediately following completion of the Acquisition, it is anticipated that, in
addition to owning the Opcos, SLR will have approximately US$450,000 in cash
(excluding any proceeds raised pursuant to the Subscription Receipt Offering)
and it will have liabilities of approximately CDN$27,500. It is also anticipated
that, at that time, an aggregate of 89,800,000 SLR Shares will be issued and
outstanding.
Upon closing of the SLR Share Offering and prior to completion of the
Acquisition, it is anticipated that there will be 4,800,000 SLR Shares issued
and outstanding, which will, upon closing of the Acquisition, represent
approximately 5.3% of the issued and outstanding SLR Shares. It is anticipated
that DZM (which is wholly owned, beneficially, by Mr. Finskiy) will own, upon
closing of the Acquisition, 85,000,000 SLR Shares, representing approximately
94.7% of the issued and outstanding SLR Shares, before taking into account SLR
Shares to be issued in connection with the Subscription Receipt Offering. As
such, the Acquisition will result in a reverse take-over of SLR.
Conditions Precedent and Closing
The Acquisition does not require the approval of SLR's shareholders, however SLR
has called a meeting of its shareholders to be held prior to the completion of
the Acquisition to consider, among other things, the continuance of SLR from
Ontario to the British Virgin Islands as a company under the BVI Business
Companies Act, 2004, as amended (the "Continuance"), and the change of SLR's
name to "White Tiger Gold Ltd." or such other name as SLR and DZM may agree (the
"Name Change").
Completion of the Acquisition is subject to a number of conditions, including,
but not limited to, legal and financial due diligence, the receipt of all
required third party and regulatory approvals, approval of the Continuance and
Name Change by the shareholders of SLR and completion of the Subscription
Receipt Offering.
The Acquisition is expected to be completed on or about December 15 , 2010.
Forward-Looking Information
This news release contains or refers to forward-looking information. All
statements, other than statements of historical fact, that address activities,
events or developments that SLR believes, expects or anticipates will or may
occur in the future are forward-looking information. Such forward-looking
information includes statements contained in this news release regarding the
completion of the Acquisition (including, without limitation, SLR's expectations
regarding the structure of the Acquisition, the anticipated timing for the
completion of the Acquisition, the structure of the SLR Share Offering and the
Subscription Receipt Offering, SLR's business plans following the completion of
the Acquisition, the anticipated management of SLR following the completion of
the Acquisition and the anticipated post-Acquisition share capital of SLR), and
statements regarding the estimation of future gold production levels, mineral
resources and the future mineral resources. Forward-looking information reflects
the current expectations or beliefs of SLR based on information currently
available to it. Forward-looking information is subject to a number of risks and
uncertainties that may cause the actual results of SLR to differ materially from
those discussed in the forward-looking information, and even if such actual
results are realized or substantially realized, there can be no assurance that
they will have the expected consequences to, or effects on SLR. Factors that
could cause actual results or events to differ materially from current
expectations include, but are not limited to: delays in obtaining or failure to
obtain required third-party consents and/or regulatory approval for the
Acquisition, failure to meet estimated gold production levels, failure to
establish estimated mineral resources, changes in gold prices, the preliminary
nature of metallurgical results, the uncertainties involved in interpreting
drilling results and other geological data and other factors. Any
forward-looking information speaks only as of the date on which it is made and,
except as may be required by applicable securities laws, SLR disclaims any
intent or obligation to update forward-looking information, whether as a result
of new information, future events or results or otherwise. Although the SLR
believes that the assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future performance
and accordingly undue reliance should not be put on such statements due to the
inherent uncertainty therein.
The mineral resource figures disclosed in this press release are estimates and
no assurances can be given that the indicated levels of gold will be produced.
Such estimates are expressions of judgment based on knowledge, mining
experience, analysis of drilling results and industry practices. Valid estimates
made at a given time may significantly change when new information becomes
available. While SLR believes that the resource estimate included in this press
release is well established, by their nature resource estimates are imprecise
and depend, to a certain extent, upon statistical inferences which may
ultimately prove unreliable. Mineral resources are not mineral reserves and do
not have demonstrated economic viability. There is no certainty that mineral
resources can be upgraded to mineral reserves through continued exploration.
Due to the uncertainty that may be attached to inferred mineral resources, it
cannot be assumed that all or any part of an inferred mineral resource will be
upgraded to an indicated or measured mineral resource as a result of continued
exploration. Confidence in the estimate is insufficient to allow meaningful
application of the technical and economic parameters to enable an evaluation of
economic viability worthy of public disclosure, except in certain limited
circumstances set out in NI 43-101. Inferred mineral resources are excluded from
estimates forming the basis of a feasibility study.
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