Ely Gold Announces Arrangements for Final Payment on Mt. Hamilton Acquisition
November 20, 2013
Ely Gold & Minerals Inc. ("Ely Gold" or the "Company") is pleased to announce that it has entered into an agreement (the "Amending Agreement")
with Augusta Resource Corporation (NYSE, TSX: AZC) ("Augusta")
providing for a US$450,000 reduction in the purchase price payable by
the Company for the Mount Hamilton project if the Company pays the
remaining balance of the purchase price by November 30, 2013. The
Company expects to have arrangements for the necessary financing in
place within the next few days, as detailed below.
The Mt. Hamilton project, which is located 65 kilometers west of Ely,
Nevada, is owned by Mt. Hamilton LLC, a Nevada limited liability company
which is owned as to 80% by Solitario Exploration & Royalty Corp.
(NYSE: XLP, TSX: SLR) ("
Solitario") and as to 20% by the Company indirectly through its wholly-owned subsidiary, DHI Minerals Inc. ("DHI") and DHI's wholly-owned Nevada subsidiary, DHI Minerals (U.S.) Ltd. ("DHI US").
Pursuant to a November 15, 2007 share purchase agreement (the "Purchase Agreement"),
the Company purchased DHI from Augusta and, as consideration therefor
agreed, inter alia, to pay US$6,625,000 (the "Purchase Price") to
Augusta for the shares of DHI. The final two payments of US$750,000 and
US$1,000,000 are currently required to be made not later than June 1,
2014 and June 1, 2015 respectively. Pursuant to the Amending Agreement,
the Company now has the right to satisfy all remaining obligations to
Augusta by paying the reduced amount of US$1,300,000 (the "
Reduced Payout Amount") by November 30, 2013, with a consequent reduction in the Purchase Price.
The Amending Agreement was negotiated at the instance of Solitario in
accordance with the terms of the August 26, 2010 joint venture agreement
JV Agreement") between the Company and Solitario for the
exploration and development of Mt. Hamilton. Pursuant to the JV
Agreement, in advance of the date for each payment by Ely to Augusta on
account of the Purchase Price, Solitario is obligated to subscribe for
that number of Ely shares, at a price equal to the 20 day weighted
moving average price on the TSX Venture Exchange, having an aggregate
subscription price equal to the next payment due on account of the
Purchase Price. Also pursuant to the JV Agreement, Solitario has the
right to require Ely to negotiate with Augusta to seek a discounted
payout of the Purchase Price, in which event Solitario's obligation to
subscribe for Ely shares will be reduced, dollar for dollar, by the
amount of such discount. Accordingly, if Solitario subscribes for Ely
shares having an aggregate subscription price of US$1,300,000 in time to
permit Ely to pay the Payout Amount to Augusta by November 30, 2013,
the Purchase Price will be paid in full and Ely will suffer less
dilution than would reasonably be expected if Solitario were required to
subscribe for US$1,750,000 worth of Ely shares instead of the Reduced
A further news release will be issued at such time, if any, as Solitario
subscribes for the required number of Ely shares. Any such private
placement will be subject to acceptance by the TSX Venture Exchange.
There can be no assurance that such a financing will be completed.
Further information on the Mt. Hamilton project and the referenced
agreements with Augusta and Solitario are available under the Company's
profile on SEDAR at www.sedar.com.
On Behalf of the Board of Directors
Signed "Trey Wasser"
Trey Wasser, President & CEO
For further information, please contact Ely Gold & Minerals Inc. at 604-488-1104.
Neither TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements including but
not limited to comments regarding the timing and content of upcoming
work programs, geological interpretations, receipt of property titles,
potential mineral recovery processes, etc. Forward-looking statements
address future events and conditions and therefore, involve inherent
risks and uncertainties. Actual results may differ materially from those
currently anticipated in such statements.