2013-10-28 13:28:03 -
Hayden , ID US, October 28, 2013 /FSC/ - Americas Bullion Royalty Corp. (AMB - TSX), ("AMB" or the "Company") announces that Northern Tiger Resource Inc. (TSXV: NTR) will purchase AMB's interest in the Grew Creek gold project, located in Yukon, Canada (the "Grew Creek Project"), and related drill and core data ("Data") for an aggregate purchase price of $900,000 (the "Property Acquisition"). AMB also announces the Company will provide bridge financing of $150,000 pending completion of Northern Tiger's proposed merger (the "NTR Merger") with Redtail Metals Corp. (TSXV: RTZ).
Upon completion of the Property Acquisition and NTR Merger, and related transactions disclosed herein, Redtail will be a wholly-owned subsidiary of Northern Tiger and AMB will hold up to 32%
of the outstanding Northern Tiger shares. Northern Tiger will change its name to "Redtail Metals Corp." or such other name as is acceptable to the parties and the TSX Venture Exchange.
"Monetization of the Grew Creek project along with exposure to continuing exploration successes at 3-Aces and potential future developments at the Marg resource and Sonora Gulch project make this a compelling low-cost transaction for Americas Bullion," said William M. Sheriff, Chairman & CEO of Americas Bullion. "Equity holdings such as this control position in Northern Tiger-Redtail, as well as a similar stake in Silver Predator Corp., provide AMB's shareholders exposure to exploration upside on promising discoveries that play a small but important role in our new business plan. The financial stability and future of these two junior companies will be enhanced by virtue of our long-term commitment as a supporting shareholder."
It is anticipated that Northern Tiger will issue one or more promissory notes (the "Property Notes") to AMB in the aggregate principal amount of $900,000 in satisfaction of the purchase price for the Grew Creek Project and Data. The notes will be on market terms to be settled by the parties, and payable on demand. The terms of the notes will permit Northern Tiger to satisfy up to $800,000 of the principal amount by the issuance of Northern Tiger shares at a per-share price of $0.21 (which share price assumes completion of Northern Tiger's proposed 1:7 share consolidation and NTR Merger). The balance will be payable in cash. As security for the repayment of the notes, Northern Tiger will grant to AMB a first priority security interest in and to Northern Tiger's acquired interest in the Grew Creek Project and Data.
AMB has also agreed to purchase up to 1,542,858 Northern Tiger common shares offered by Northern Tiger in a financing to be completed concurrent with the NTR Merger at a post consolidation price of $0.21 per share, but only to the extent not otherwise acquired by third party subscribers, thereby guaranteeing the $324,000 minimum will be raised at closing of the NTR Merger. Upon completion of the NTR Merger and consolidation, and assuming AMB acquires the full amount of the minimum financing and the maximum number of Northern Tiger shares on conversion of the Property Notes, it is anticipated that AMB will hold up to 32% of the outstanding shares of Northern Tiger and will be a "control person" of Northern Tiger (as such term is defined in the policies of the TSX Venture Exchange). So long as AMB holds at least 15% of the outstanding Northern Tiger shares, AMB will have a pre-emptive right to maintain its percentage shareholding. In addition, so long as AMB holds at least 20% of the outstanding Northern Tiger shares, AMB will be entitled to nominate two directors for election to the Northern Tiger board and thereafter one director until such time as it owns 10% or less of Northern Tiger.
AMB will make the $150,000 bridge financing immediately available to Northern Tiger, which will be advanced in tranches of $25,000 based on the working capital needs of Northern Tiger through to closing of the NTR Merger.
Completion of the NTR Merger is subject to, among other conditions customary for a transaction of this nature, the approval of the TSX Venture Exchange and Redtail and Northern Tiger shareholders, completion of the Property Acquisition and the Northern Tiger consolidation and financing, and completion of the entire transaction by not later than January 31, 2013. See the joint news release of Northern Tiger and Redtail dated October 28, 2013 for further details regarding the proposed NTR Merger.
Grew Creek Project, Yukon
The Grew Creek Project is located 32 km southwest of Faro and 24 km northwest of Ross River, Yukon. The property's 135 square km encompass 666 quartz claims, extending along both sides of the Robert Campbell Highway for approximately 27 km, with power lines traversing the project area. Grew Creek is a Volcanic and volcanoclastic-hosted epithermal gold-silver deposit which contains the Carlos gold zone; a zone of gold mineralization defined by core and RC drilling over an area of 300 m along strike 100 meters wide and at least 400 meters deep. AMB holds an option to earn a 100% interest in the project, subject to a 4% NSR in favor of the optionor. AMB has satisfied the minimum $3,000,000 exploration expenditure requirement under the terms of the option agreement and will acquire a 100% interest upon making a final cash payment of $100,000.
The technical content of this news release has been reviewed and approved by Michael Maslowski BSc, CPG, the Company's Chief Operating Officer and a Qualified Person as defined by National Instrument 43-101.
About Redtail Metals Corp.
Redtail Metals Corp. is a British Columbia corporation focused on advancing quality precious metal enriched copper, lead and zinc mineral deposits in Yukon, Canada. Its common shares trade on the TSX Venture Exchange under the symbol "RTZ". The company currently controls the Marg and Clear Lake massive sulfide deposits, both with resources prepared in accordance with National Instrument 43-101. Additional information regarding Redtail, including financial information, is available on the SEDAR website under the company's issuer profile, at www.sedar.com.
About Northern Tiger Resources Inc.
Northern Tiger Resources Inc. is an Alberta incorporated resource exploration company focused on gold and copper exploration in the Yukon, where it has a strong portfolio of projects. Drilling has intersected 4.6 g/t gold over 35.0 metres (including 106.2 g/t gold over 1.0 metre) at the company's flagship 3Ace Project in southeast Yukon. The Sonora Gulch copper-gold-silver porphyry project in central Yukon also has also returned significant drill results, including 0.45 g/t gold and 3.0 g/t silver over 234.0 metres. The foregoing information has been reviewed and approved by Dennis Ouellette, B.Sc., P.Geol., a Qualified Person as defined by NI 43-101.
Americas Bullion Royalty Corp.
Americas Bullion Royalty Corp. invests in undervalued natural resource assets seeking to provide superior investment returns. Americas Bullion's assets include royalty holdings across Mexico, Nevada, Wyoming, Oregon, and California; control of the Springer Tungsten Mine and Mill; the Taylor mill and Humboldt mill site in Nevada; the Brewery Creek project, and a portfolio of Yukon exploration properties. The Company provides shareholders with the potential for exploration success through equity positions in related companies while continuing to advance and monetize its holdings.
For additional information:
Americas Bullion Royalty Corp.
William M. Sheriff, Chairman & CEO
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance. There are numerous risks and uncertainties that could cause actual results and Americas Bullion's plans and objectives to differ materially from those expressed in the forward-looking information. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Americas Bullion assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
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Source: Americas Bullion Royalty Corp. (TSX: AMB) www.aubullion.com
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