Vancouver, British Columbia – NV Gold Corporation (TSX.V – “NVX” or “the Company”) announces that its shares will recommence trading on the TSX Venture Exchange today ending the halt imposed on its announcement of it entering into the Letter of Intent (the “LOI”) with Redstar Gold Corp. (TSX.V:RGC) (“Redstar”). The LOI sets forth the terms under which NVX intends to acquire 100% of Redstar’s exploration assets in Nevada, subject to completion of due diligence, the finalization of a definitive agreement governing the acquisition and receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the “Exchange”). These assets consist of a 100% interest (less existing NSRs) in 11 exploration projects (the “Projects”) in Nevada, as well as the AngloGold-Ashanti database (the “Database”) purchased by Redstar in 2008.
Under the terms of the LOI, NVX and Redstar propose to enter into a definitive acquisition agreement under which NVX will acquire the Database and the Projects in consideration of NVX issuing to Redstar 6,000,000 common shares of NVX and Redstar having the right to name two of a proposed 6 member board of NVX. Under the definitive agreement, NVX will also be required to raise CDN$350,000 within 90 days of the completion of the definitive agreement or else NVX must return the Projects and the Database to Redstar in exchange for Redstar returning 95% of the shares of NVX it receives under the acquisition. If, after NVX raises the CDN$350,000, Redstar owns less than 29.9% of the outstanding shares of NVX, NVX would be required to issue Redstar additional shares of NVX to increase Redstar’s share ownership of NVX shares to 29.9%. John Watson, CEO of NVX has confirmed he will subscribe to a lead order of the placement for up to CDN$100,000 after signing of the definitive agreement.
The LOI is not binding on the parties, except that Redstar has agreed to a 30-day exclusive right for NV Gold to complete its due diligence and negotiate a definitive agreement and NV Gold has agreed to fund the US$43,080 in annual claims maintenance costs due by the end of August, 2016 for the 11 Nevada properties it proposes to acquire.
The Nevada Assets to be acquired by NVX includes the Database (extensive proprietary exploration files created by AngloGold-Ashanti and its predecessors and successors, covering Nevada and portions of Utah, Idaho and California) and the 11 Nevada properties owned by Redstar. Summary information describing the Database and Redstar’s Nevada properties is in NVX’s news release of August 2, 2016 announcing the LOI.
About NV Gold Corporation
NV Gold is junior exploration company based in Vancouver, British Columbia that is planning to focus on delivering value through mineral discoveries utilizing the prospector generator model. Leveraging its highly experienced in-house technical knowledge, NV Gold’s geological team intends to use the Database, which contains a vast treasury of field knowledge spanning decades of research and exploration, combined with the eleven (11) gold projects, to uncover opportunities for lease or joint venture in the Great Basin region that have been overlooked.
NVX also continues to advance its Surselva property, in Graubunden, Switzerland.
On behalf of the Board of Directors,
(sgd.) "John E. Watson"
President and CEO
For further information, visit the Company’s website at www.nvgoldcorp.com or contact:
John E. Watson,
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the proposed acquisition of the Properties and the Database and the terms of such acquisition, the proposed raising of CDN$350,000, the geological potential of or the potential to lease or joint venture any of the Properties, the generative value of the Database, the expectation of creating shareholder value from NVX’s efforts as owner of the Properties and the Database and other future plans and objectives of the Company, including exploration plans, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include regulatory issues, market prices, availability of capital and financing, general economic, market or business conditions, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.