Highlights:
- Sale of a 100% interest in the Crucero Gold Project to
GoldMining Inc. (TSX.V: GOLD);
- Consideration received of $5.7
million in cash and marketable securities in GoldMining
Inc.;
- Total cash and marketable securities on hand of ~$8.3 million.
VANCOUVER, Nov. 21, 2017 /CNW/ - Lupaka Gold Corp.
("Lupaka Gold" or the "Company") (TSXV:LPK, FRA:LQP)
is pleased to announce that, further to its news release of
September 19, 2017, the Company has
completed the sale of the Crucero Gold Project ("Crucero")
to GoldMining Inc. ("GoldMining"). Total proceeds
amount to $5.7 million, comprised of
$750,000 in cash and 3,500,000 shares
in GoldMining (TSX.V: GOLD).
Will Ansley, President and CEO of
Lupaka, said, "Closing the sale of Crucero, a non-core asset,
bolsters our treasury as we focus on putting our Invicta Gold
Development Project into production. Our cash and marketable
securities balance now totals approximately $8.3 million, before related fees."
Proceeds from the sale of Crucero will be used to partially
satisfy the remaining conditions precedent to receive Tranche 3
(US$2.5 million) of the Pre-Paid
Forward Gold Purchase Agreement with PLI Huaura Holdings LP and to
provide additional working capital flexibility as the Company
proceeds with the development of the Invicta Gold Development
Project.
The Transaction
Pursuant to the Agreement, GoldMining has acquired all of the
shares of a wholly owned subsidiary of Lupaka, which holds a 100%
interest in Crucero. Total consideration payable by
GoldMining to Lupaka under the transaction is 3,500,000 common
shares of GoldMining (TSXV: GOLD) and $750,000 in cash.
The GoldMining shares issued under this transaction are subject
to certain resale restrictions, however, total dilution to
GoldMining shareholders is only 3%.
Advisors
Fort Capital Partners advised Lupaka in connection with the
transaction, and Dumoulin Black LLP and Lazo, De Romana & CMB
(Lima, Perú) acted as legal
counsel.
Neither the TSX Venture Exchange nor its Regulation
Service Provider (as the term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy of this
news release.
About Lupaka Gold
Lupaka Gold is a Peru-focused gold explorer and developer with
interests in resource projects spread across three regions of
Peru.
Invicta Gold Development Project - the Company's
100%-owned Invicta Gold Development Project is a well-developed,
poly-metallic gold-copper underground deposit located approximately
120 kilometres by road north of Lima. Management expects to
commence production in 2018 by using third-party mining contractors
and utilizing the adit and workings completed by previous
owners.
Extraction of mineralized rock will be focused on accessing
Invicta's Measured and Indicated resources, which have been
estimated to be:
Measured - 131,000 tonnes grading 6.65 grams per tonne ("g/t")
gold equivalent for 28,000 contained ounces ("ozs") of gold, from:
18,000 ozs Au grading at 4.29 g/t, 133,000 ozs Ag grading at 31.71
g/t, 2,119k lbs Cu grading at 0.73%, 1,110k lbs Pb grading at 0.39%
and 1,105k lbs of Zn grading at 0.38%.
Indicated - 8,513,000 tonnes grading 3.43 g/t gold equivalent
for 939,000 contained ozs of gold, from: 573,000 ozs Au
grading at 2.09 g/t, 4,285,000 ozs Ag grading at 15.65 g/t, 79,048k
lbs Cu grading at 0.42%, 45,171k lbs Pb grading at 0.24% and
53,482k lbs of Zn grading at 0.21%.
An Inferred resource estimate of 2,534,000 tonnes grading 2.90
g/t gold equivalent for 236,000 contained ozs of gold has also been
established.
The resources are stated at a 1.30 g/t gold equivalent
cut‐off. Metal prices assumed for the gold equivalent
calculation are US$1,500/oz for gold,
US$32.50/oz for silver, US$3.90/lb for copper, US$1.05/lb for lead and US$1.00/lb for zinc. The gold equivalent
calculation assumes 100% metallurgical recovery, and does not
account for any smelting, transportation or refining charges. See
further disclosure regarding the calculated gold equivalent cut-off
grade, as below.
Invicta's approved EIA allows for mine production of 1,000 tpd,
although the current mining plan is limited to 350 tpd.
Cautionary Note Regarding the Invicta Production
Decision
The decision to commence production at the Invicta
Gold Project and the Company's plans for a mining operation as
referenced herein (the "Production Decision and Plans") were
based on economic models prepared by the Company in conjunction
with management's knowledge of the property and the existing
estimate of measured, indicated and inferred mineral resources on
the property. The Production Decision and Plans were not
based on a preliminary economic assessment, a pre-feasibility study
or a feasibility study of mineral reserves demonstrating economic
and technical viability. Accordingly, there is increased
uncertainty and economic and technical risks of failure associated
with the Production Decision and Plans, in particular the risk that
mineral grades will be lower than expected, the risk that
construction or ongoing mining operations are more difficult or
more expensive than expected, the risk that the Company will not be
able to transport or sell the mineralized rock it produces to local
custom toll mills on the terms it expects, or at all; production
and economic variables may vary considerably, due to the absence of
a detailed economic and technical analysis according to and in
accordance with NI 43-101.
Josnitoro Gold Project – the Company holds an
option to earn a 65% interest on this project from Hochschild
Mining PLC. The project is located approximately 800 kilometres by
road southeast of Lima in the
Department of Apurimac, southern Peru, within the Andahuaylas-Yaury Belt, in
which the Las Bambas mine (MMG Limited) and the Constancia mine
(HudBay Minerals) are located. Historical work on the disseminated
gold zones includes over 170 shallow drill holes and extensive
surface trenching, as well as artisanal mining.
About Pandion Mine Finance
Pandion is the general
partner of PLI Huaura Holdings LP and is a mining-focused
investment firm backed by MKS PAMP Group and Ospraie Management,
LLC that provides flexible financing solutions to developing mining
companies.
Qualified Person
The technical information in this
document has been reviewed and approved by Julio Castañeda
Mondragon, MAIG, the President of Lupaka Gold Peru S.A.C., a
Peruvian subsidiary of the Company, and a Qualified Person as
defined by National Instrument 43-101. Mr. Castañeda has verified
the scientific and technical information, including sampling,
analytical and test data underlying the information or opinions
contained in this news release.
The Invicta Gold Project resource estimates referred to in this
news release are disclosed in the technical report dated
April 16, 2012, titled "Technical
Report on Resources, Invicta Gold Project, Huaura Province,
Peru" (the "Invicta Technical
Report"), and prepared by SRK Consulting (U.S.) Inc., which is
available at www.sedar.com under Lupaka Gold Corp's profile. The
metal prices used to calculate the gold equivalent cut-off grade in
the Invicta Technical Report are based on prices at the
time. Investors are cautioned that current metal prices
are now lower and as a result, the above-referenced cut-off grade
could be materially affected based on current prices.
Investors are further cautioned that the prices of
precious metals can fluctuate in wide ranges over short
periods of time.
Cautionary Statements Regarding Forward Looking
Information
All statements, trend analysis and other
information contained in this press release relative to anticipated
future events or results constitute forward-looking statements. All
statements, other than statements of historical fact, included
herein, including, without limitation, statements relating to the
receipt of and anticipated use of proceeds of the PLI Financing,
the Company's plans and intentions for Invicta, mineral resource
estimates, are forward-looking statements. Forward-looking
statements are based on assumptions, estimates and opinions of
management at the date the statements are made that the Company
believes are reasonable, including: that the repayment of the PLI
Financing is consummated on the anticipated terms, that the
supplies, equipment, personnel, permits, and local community
approvals required to conduct the Company's planned pre-production
and development activities will be available on reasonable terms,
that the Company will be able to comply with the delivery and other
obligations in the PLI Financing Agreement, that results of
exploration activities will be consistent with management's
expectations and that the Company will not experience any material
accident, labour dispute, or failure of equipment and with respect
to the planned mining operations at Invicta; that pre-production
mine development can be completed in the time and for the cost
projected; that the Company will be able to obtain funding for
planned production expenses; that mineralization at Invicta will be
of the grades and in the locations expected; that the Company will
be able to extract and transport mineralized rock efficiently and
sell the mineralized rock at the prices and in the manner and
quantities expected; that permits will be received on the terms and
timeline expected and that other regulatory or permitting issues
will not arise; that mining methods can be employed in the manner
and at the costs expected and that such methods yield the results
the Company expects them to. However, forward-looking
information involves known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking information. Such risks, uncertainties and
other factors include, among others: all of the risks
described in this news release; failure of the PLI Financing to
complete on the proposed terms or at all, including due to the
Company's inability to complete the conditions precedent, the risk
that actual results of exploration and development activities will
be different than anticipated; that the Company will not be able to
comply with the delivery or other obligations in the PLI Financing
Agreement and the risk that PLI will enforce its security over
the Company's assets, including its mineral properties; that cost
of labour, equipment or materials will increase more than expected;
that the future price of gold will decline; that the Canadian
dollar will strengthen against the U.S. dollar; that mineral
resources are not as estimated; unexpected variations in mineral
resources, grade or recovery rates; risks related to shipping
mineralized rock; the risk that local mills cannot or will not buy
or process mineralized rock from the planned production for the
prices expected or at all; risk of accidents, labour disputes and
other risks generally associated with mineral exploration;
unanticipated delays in obtaining or failure to obtain community,
governmental or regulatory approvals or financing; and all of the
risks generally associated with the development of mining
facilities and the operation of a producing mine, as well as the
risks described in the Company's annual information form, which is
available on SEDAR at www.sedar.com. Although the Company has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking information, there may be other
factors that cause actions, events or results to not be as
anticipated, estimated or intended. There can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Readers are cautioned not to place
undue reliance on forward-looking information due to the inherent
uncertainty thereof. Lupaka Gold does not undertake any
obligation to update forward-looking statements except as required
by applicable securities laws. Investors should not place undue
reliance on forward-looking statements.
SOURCE Lupaka Gold Corp.