🕐09.09.11 - 00:54 Uhr
NEXT GEN METALS INC.: SHAREHOLDERS APPROVE OPTION TO ACQUIRE 60% OF THE DESTINY
GOLD PROJECT, VAL DOR QUÉBEC
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Re: News Releases - Thursday, September 08, 2011
Next Gen Metals Inc.: Shareholders Approve Option to Acquire 60%
of the Destiny Gold Project, Val dOr Qubec
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Next Gen Metals Inc.
(TSX.V:N) ("Next Gen" or the "Company") is pleased
to announce that disinterested (non-insider) shareholders approved the
acquisition of a 60% option interest in the Destiny Gold Project,
located in the Abitibi-Tmiscamingue region of Qubec, from Pacific
North West Capital Corp.
("PFN") (TSX:PFN, OTCQX:PAWEF, FSE:P7J),
pursuant to an agreement PFN holds with Alto Ventures Ltd.
("Alto")
(TSX.V:ATV).
ABOUT DESTINY GOLD PROJECT
The Destiny Gold Project has an NI43-101 compliant mineral resource
with approximately 364,000 ounces gold "indicated" and 247,000 ounces
gold "inferred" (see press release dated 07 March 2011).
By acquiring
a project with a significant gold resource identified, and with
tremendous exploration potential for further increasing the resource,
the Company will be well positioned to take advantage of a rising gold
market and investor interest.
The project has a strong history of
funding with a multi-phase exploration program currently underway (see
press release dated 19 July 2011).
A Fall and Winter drill program is
scheduled to begin in November 2011.
The Destiny Gold Project is located adjacent to Next Gens Fate Gold
Project in the Abitibi-Tmiscamingue region of Qubec, which is a
highly favourable mining jurisdiction.
Next Gen will benefit from
historical money and time spent by both Alto and Pacific North West
Capital.
Alto Ventures is a very experienced explorer and is the
operator for the Destiny Gold project.
TERMS OF AGREEMENT
Under the terms of the agreement, PFN will grant to Next Gen an
irrevocable right and option to acquire all right, title and interest
of PFN in and to the Option Interest in the Destiny Gold Project, for
an aggregate purchase price of (i) a total of $675,000 in cash; (ii)
15,000,000 Next Gen common shares ("Shares"); and (iii) 4,000,000 Next
Gen share purchase warrants ("Warrants") exercisable into 4,000,000
common shares of Next Gen at varying prices for four years from the
date of issuance; all of which is due as follows:
.
Cash: Next Gen paid $50,000 to PFN on signing the Letter Agreement
("LA") and will make the cash payments to PFN in tranches of: (i)
$75,000 on or before the first anniversary of the LA; (ii) $200,000 on
or before the second anniversary of the LA; and (iii) $350,000 on or
before the third anniversary of the LA.
.
Next Gen Shares: The 15,000,000 Shares of Next Gen will be issued
to PFN as fully paid and non-assessable common shares, in tranches, as
to: (i) 4,550,000 Shares upon Next Gens delivery to PFN of a notice of
commencement of the Option no later than November 15, 2011; (ii)
5,225,000 Shares on or before the first anniversary of the LA; and
(iii) 5,225,000 Shares on or before the second anniversary of the LA.
.
Warrants: The 4,000,000 Warrants to PFN shall be issued to PFN
upon Next Gens delivery to PFN of a notice of commencement of the
Option no later than November 15, 2011, which Warrants are exercisable
as follows: (i) 1,000,000 Warrants are exercisable at $0.25 per share;
(ii) 1,000,000 Warrants are exercisable at $0.30 per share; (iii)
1,000,000 Warrants are exercisable at $0.35 per share; and (iv)
1,000,000 Warrants are exercisable at $0.50 per share.
In addition to the cash, Shares and Warrants payable by Next Gen, Next
Gen shall also be responsible for all remaining cash payments and
exploration expenditures due to be paid or incurred, as the case may
be, under PFNs agreement with Alto, along with any costs and
expenditures associated with any resultant joint venture that arises
between Next Gen and Alto.
PFN will continue to be responsible for
issuances of common shares to Alto under its agreement with Alto until
the date of exercise of the option and the transfer and registration of
the option interest from PFN to Next Gen in accordance with the terms
of the LA.
Under the terms of the initial option agreement between Alto and PFN,
PFN would earn a 60% interest in the Destiny Gold Project by paying to
Alto $200,000 in cash (of which $50,000 has been paid); issuing to Alto
an aggregate of 250,000 common shares of PFN (of which 75,000 common
shares have been issued); and incurring an aggregate of $3,500,000 in
exploration expenditures over a four-year period (of which $1,557,000
has been incurred).
Subsequent to the vesting of its Option Interest,
PFN would form a joint venture with Alto to further develop the Destiny
Gold Project.
Certain claims comprising the property are subject to
underlying net smelter return royalties ranging from 1% to 3.5%, with
varying buy-back provisions.
The Next Gen Option is subject to expiration, if not exercised on or
before November 15, 2011, and to termination upon the occurrence of
certain events of default by Next Gen or by PFN under the "Option
Interest" in the sole discretion of the non-defaulting party, as set
out in the LA.
Events of default include failure to make any payment or
issue any Shares or Warrants when due; failure to deliver a notice of
option commencement on or before November 15, 2011; failure by PFN to
perform any term, covenant or condition of the initial option agreement
with Alto; and failure to perform any material term, covenant or
condition of the LA.
All events of default are fully described in the
LA, which has been filed by Next Gen on SEDAR and may be accessed at
www.sedar.com.
This transaction is subject to final approval by the TSX Venture
Exchange and the Toronto Stock Exchange.
Provided such approvals are
obtained and the transaction closes, Next Gen plans to fund an
aggressive multi-phase drill exploration program beginning in early
November 2011 with the objective of expanding the known mineral
resource.
About Pacific North West Capital Corp
Pacific North West Capital Corp.
is a mineral exploration company whose
corporate philosophy is to be a project generator, explorer and project
operator with the objective of option / joint venturing its projects
through to production.
In January 2011, PFN successfully negotiated the
100% acquisition of the River Valley PGM Project from Anglo Platinum
Limited, making Anglo Platinum the largest shareholder of PFN holding
approximately 9% of the Company (as of July 2011).
In special
situations, like our 100% owned River Valley PGM Project, the Company
is prepared to fund the project through to feasibility and into
production.
The River Valley PGM Project is one of North Americas
newest and largest primary platinum group metals (PGM) deposits.
The
project has excellent infrastructure support and is located only 60
miles (100 km) from Sudbury, Ontario, one of Canadas largest mining
centres with two large mineral processing facilities that have
available capacity for production.
On April 20th, 2011, PFN announced that it had commenced the Phase I of
the $5 million, 15,500 metre drill program for its 100% owned River
Valley PGM Project.
As of July 2011, PFN has completed more than 7800
metres of drilling and more than 140 line km of 3D IP geophysics
survey.
Work to date at River Valley suggests that the best potential
for economic accumulations of PGM-Copper-Nickel sulphide mineralization
s within the Breccia Zone.
This Zone includes the main mineralized
breccia or Main Zone.
The Main Zone occurs within about 20 metres of
the intrusive contact with Archean gneisses.
This contact zone extends
for over 9 km of prospective strike length, holds the current defined
resource and is the main target of the Companys renewed exploration
efforts.
On April 27th, 2011, PFN announced a new NI43-101 mineral resource
estimate on the Rock & Roll Gold-Silver-Polymetallic Project, located
in Northern BC (see news release dated April 27th, 2011).
The mineral
resource estimate significantly increased the historic resource.
The
indicated resource includes: 2,155,679 tonnes grading 0.68 g/t gold
("Au") (47,040 contained oz of Au), and 82.7 g/t silver (Ag")
(5,734,445 contained oz of Ag) at a cut‐off grade of 0.5 g/t gold
equivalent ("AuEq"), including 0.22% Copper ("Cu") (10,500,833 lbs Cu),
0.22% Lead ("Pb") (10,399,960 lbs Pb), and 0.94% Zinc ("Zn")
(44,522,995 lbs Zn).
The Rock & Roll Gold-Silver-Polymetallic Project
is under option from Equity Exploration Consultants Ltd., First Fiscal
Enterprises Ltd.
and Pamicon Developments Ltd.
Management is currently
finalizing a technical and financial plan to further develop the Rock &
Roll Project.
PFN is also a significant shareholder of Fire River Gold Corp
(FAU:TSX.V), which company is developing the Nixon Fork Gold Mine in
Alaska, which is slated for production in summer of 2011.
Pacific North West Capital Corp.
is well funded with an experienced
management team and the ability to take advantage of its growing asset
base in PGMs, gold and base metals.
To that end, the Company is in the
process of adding key technical and financial people to our management,
advisory team and our board of directors.
PFN has approximately $6.3
million in working capital and securities and no debt.
Pacific North West Capital Corp.
is an International Metals Group
Company.
About Next Gen Metals Inc.
Next Gen is a mineral exploration company whose current focus is on
silver, gold and base metals projects in North America.
In addition to
the current acquisition of the Destiny Gold project, the Company is
presently advancing the Silver Chalice Project, located in Alaska, and
the Fate Gold Project located in the Abitibi Greenstone Belt of
Northwest Qubec, which is one of the most famous gold and base metals
regions in the world.
The Company continues to aggressively negotiate
for additional advanced-stage silver, gold and base metal projects on
an international scale.
Next Gen is the newest company to join the International Metals Group.
The Board of Directors is comprised in part with directors from other
companies within the International Metals Group ("IMG")
who, along with management,
have a combined 150 years or more of experience in all aspects of
managing public companies related to the resource industry.
Next Gen Metals is an International Metals Group Company.
On behalf of the Board of Directors
"Harry Barr"
Harry Barr
President & CEO
Next Gen Metals Inc.
Neither the 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.
Note: this release contains forward-looking statements that involve
risks and uncertainties.
These statements may differ materially from
actual future events or results and are based on current expectations
or beliefs.
For this purpose, statements of historical fact may be
deemed to be forward-looking statements.
In addition, forward-looking
statements include statements in which the Company uses words such as
"continue", "efforts", "expect", "believe", "anticipate", "confident",
"intend", "strategy", "plan", "will", "estimate", "project", "goal",
"target", "prospects", "optimistic" or similar expressions.
These
statements by their nature involve risks and uncertainties, and actual
results may differ materially depending on a variety of important
factors, including, among others, the Companys ability and
continuation of efforts to timely and completely make available
adequate current public information, additional or different regulatory
and legal requirements and restrictions that may be imposed, and other
factors as may be discussed in the documents filed by the Company on
SEDAR (www.sedar.com), including the most recent reports that identify
important risk factors that could cause actual results to differ from
those contained in the forward-looking statements.
The Company does
not undertake any obligation to review or confirm analysts
expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
Investors should not place undue reliance on forward-looking
statements.
Except as required by law, the Company undertakes no obligation to
update any forward-looking statements.
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Copyright (c) 2011 NEXT GEN METALS INC.
(TSX.V:N) All rights reserved.
For more information visit our website at
http://www.nextgenmetalsinc.com/ or send
mailto:
Message sent on Thu Sep 8, 2011 at 2:37:18 PM Pacific Time
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