Ely Gold Purchases Nevada Property Portfolio, Royalties and Data Base
May 4, 2017
Vancouver, British Columbia, May 4, 2017- Ely Gold & Minerals Inc. (“Ely Gold” or the “Company”) (TSX-V: ELY, OTC: ELYGF) is pleased to announce that it has entered into a definitive purchase and option agreement (the “Agreement”) with Platoro West Incorporated (“Platoro West”), a privately held Nevada Corporation, and William Sheriff ( “Sheriff”) to purchase Platoro West's portfolio of 14 highly prospective mineral properties in Nevada and the western United States (the “Properties”), a portfolio of 8 deeded royalties (the “Royalty Portfolio”) and legal and beneficial rights to geological information covering precious metals properties throughout the western United States (the “Data Base”). Sheriff is the legal and beneficial owner of 100% of the stock in Platoro West. In addition, Sheriff will be joining the Board of Directors of Ely Gold upon closing of the transaction (the “Closing”).
The majority of the Properties are precious metal exploration projects in the most desirable gold trends in Nevada, with an additional two properties in New Mexico and one in Arizona. Four of the Nevada Properties are currently leased or optioned to third parties (the “Leases”) and are being actively explored. The Leases on are precious metal properties with the exception of one tungsten-copper-silver asset. The Royalty Portfolio includes eight deeded royalties on precious metals properties in Nevada, currently being developed by third parties, with the exception of the Quartz Mountain property in eastern Oregon. Quartz Mountain is being developed by Alamos Gold Inc. The Data Base includes historic exploration and production data from Atlas Gold Mining Inc., UV Industries, Inc., USSRAM (U.S. Smelting and Refining and Mining Company and Union Carbide Corporation. Most of the hard copy data has been scanned, cataloged and is held in over 600 filing cabinets.
Closing is expected to take place on or about June 15, 2017 and is subject to TSXV acceptance of a filing to be made by the Company.
The Properties are mainly unpatented mining claims staked on Bureau of Land Management or U.S. Forest Service lands and, as such, have no existing royalties, work commitments or lease payments.After closing, the Company, through its wholly owned subsidiary, Nevada Select Royalty Inc. (“Nevada Select”) will own 100% of 13 Properties, 50% of one of the Leases and 100% of the Royalty Portfolio. Ely Gold will also have the option to purchase 100% of nine additional properties and one additional leased property of Platoro West (collectively, the “Option Properties”). The Option Properties are subject to additional due diligence and the Company will have twelve months from Closing to include the Option Properties in the Agreement.
Sheriff is an entrepreneur and visionary with over 30 years’ experience in the minerals industry and the securities industry. Sheriff is the founder and Executive Chairman of Golden Predator Corp. Prior to founding Golden Predator Mining Corp. he was a pioneer in the uranium renaissance as co-founder and Chairman of Energy Metals Corp., and was responsible for compiling the largest domestic uranium resource base in US history before the company was acquired by Uranium One Corp. for $1.8 billion. Sheriff also serves as Chairman of enCore Energy Corp. Sheriff co-founded and previously served as Chairman of EMC Metals Corp., and as a Director of Western Lithium USA Inc., Uranium One Inc., Midway Gold Corp., Eurasian Minerals Inc. and Starcore International Mines Ltd. He was also a registered representative, holding positions with A.G. Edwards, Inc. and Mitchum Jones &Templeton, Inc., in addition to having had his own securities firm. Sheriff holds a B.Sc degree (Geology) from Fort Lewis College, Colorado and an MSc in Mining Geology from the University of Texas-El Paso.
Under the terms of the Agreement, the Company will pay Platoro West a total purchase price of US$500,000 (the “Purchase Price”). The Purchase Price will be paid as to US$25,000 upon signing the Agreement, US$225,000 on Closing, and US$112,500 paid on the first and second anniversaries of Closing, together with a 5% per annum interest compounded quarterly from Closing. There is no additional payment for the Option Properties. Ely Gold will also issue 1,000,000 purchase warrants to Platoro West. Each warrant will be exercisable to purchase one Ely Gold share for CAN$.12 for two years from the Closing. The Agreement also provides for Sheriff to be appointed to the Company’s Board of Directors and to be issued options, under Ely Gold's 2013 Stock Option Plan, to purchase 500,000 Ely Gold shares at Closing.
“Combining this exceptional portfolio of Properties, Leases and the Royalty Portfolio with our current portfolio, while bringing Bill onto the team is a rare opportunity for Ely Gold. Combining our extensive geological data base with Bill’s will create an incredible asset for property identification and development. The Properties contain numerous exploration opportunities that have been relatively idle since Bill has refocused his exploration efforts to the north. With Bill’s knowledge and our combined geological data bases, we will capitalize on the untapped value of these assets by applying Ely Gold’s cash and royalty generating business model. The Properties, leases and royalties are a perfect fit for us not only in physical location, but in further increasing our cash flow from lease or advance royalty payments, commented Trey Wasser, Ely’s President and CEO.
The President of Nevada Select, Jerry Baughman stated, “Bill and I have competed for over 30 years as prospectors in Nevada. While we have partnered on deals from time to time, the opportunity to work with Bill and to combine our knowledge and our data bases will be of great benefit to Ely Gold shareholders”.
Sheriff added, “I am looking forward to combining all of our strengths to propel Ely Gold to the forefront of Nevada exploration and development.With the combined portfolio and this team’s proven property acquisition and enhancement capability I believe we will be creating one of Nevada’s preeminent mineral royalty and property generator “.
Highlights of the Properties include:
121 unpatented mining claims in Esmeralda County, Nevada known as the Castle Black Rock Property ("Castle") currently leased to Columbus Gold Corporation ("Columbus") with a retained 2% NSR and annual advance minimum royalty payments. The Property is located approximately eight miles (13 km) south of Columbus’ Eastside gold project. Gold mineralization at Castle is localized in a large east-northeast trending structural zone that parallels highway US 6 and which also contains the past producing Boss Gold Mine. The faults in the structural zone traverse the entire claim block and have limited drilling outside the known resource areas. The historic mineralization at Castle is covered by shallow alluvium, only 10-30 meters thick.
Fifty percent of 247 unpatented mining claims in Washoe County, Nevada known as the Hog Ranch Property ("Hog Ranch") currently leased to Hog Ranch Minerals Inc. Hog Ranch is a large gold-bearing district that contains high-grade gold mineralization within quartz-adularia banded veins similar in age, texture and mineralogy to the veins at the Sleeper, Midas and Ivanhoe gold projects located in northern Nevada.Shallow disseminated or stock-work mineralization remains unexploited in and around all of the pits in addition to the relatively untested high grade feeder veins below the pits.
The Royalty Portfolio includes:
2% NSR on 7 unpatented mining claims on the interior of the Golden Sunrise Property currently operated by Eurasian Minerals, Inc.
2% NSR on one patented mining claim and 60 acres of deeded land, in Humboldt County Nevada, currently owned and operated by Barrick Gold Corporation. The deeded land lies along the Getchell fault and is on-strike with Barrick’s Turquoise Ridge Mine.
2% NSR on the Antelope Springs Property in Pershing County, Nevada currently operated by Pershing Gold Corporation.
50% of a sliding scale NSR on the Tuscarora Property in Elko County, Nevada currently operated by Novo Resources Corp.
0.25% NSR on Quartz Mountain Project in Lake County, Oregon currently operated by Alamos Gold Inc.
2% gross revenue royalty on the Pilot Mountain Tungsten Project in Mineral County currently operated by Thor Mining PLC.
1.5% NSR on 23 Rose Claims in Pershing County, Nevada currently operated by Rye Patch Gold Corp.
The Closing is subject to approval of the TSXV and is expected on or before June 15, 2017.
Stephen Kenwood, P. Geo, is director of the Company and a Qualified Person as defined by NI 43-101. Mr. Kenwood has reviewed and approved the technical information in this press release.
About Ely Gold
Ely Gold is focused on developing recurring cash flow streams through the acquisition, consolidation, enhancement, and resale of highly prospective, un-encumbered North American precious metals properties. Ely’s property development efforts maximize each property’s potential for acquisition, while reserving significant royalty interests.Additional information about Ely Gold is available at the Company’s website, at www.elygoldinc.com
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 contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. This news release may contain forward-looking statements including but not limited to comments regarding the timing of the upcoming purchase of Properties, Royalty Portfolio and Data Base, appointment of Sheriff to the Board of Directors, option to purchase Option Properties, timing of the Closing and payment of purchase price, 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. The Company is under no obligation, and expressly 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 expressly required by applicable law.