Orford Mining Corporation (TSX-V: ORM) is pleased to announce that today it has entered into a definitive agreement to acquire Condor Precious Metals Inc. a private company with a cash and marketable securities balance of $1.25 million, including $663,122 in cash. Condor also holds two royalties on previously-owned exploration property located in Colombia (Condor no longer owns any exploration properties).
Under the terms of the proposed transaction, Condor Shareholders will receive 0.073 shares of Orford for each Condor share, along with a 1/4 share purchase warrant for every Orford share issued at closing. The warrants will be exercisable at $0.29 per Orford share for a two-year period. A total of up to 5,043,096 Orford common shares (worth approximately $1.1 million, based on the $0.22 closing price of the Orford shares on June 7, 2018) and 1,260,774 Orford warrants will be issued under this transaction.
David Christie, President and CEO of Orford, commented, “This transaction gives Orford a significant hard dollar cash balance that will be used to fund exploration at our Carolina gold projects and for general corporate purposes. The acquisition of Condor allows Orford to add hard dollars to its balance sheet in a cost-effective manner. We’re excited to welcome the Condor shareholders to the Orford story as we continue to explore our very promising projects in Northern Quebec and the Carolinas.”
Orford has entered lock up agreements for approximately 49% of the outstanding shares of Condor. Condor will hold a shareholder vote to approve the transaction (requiring the approval of 2/3 of the shares voting at the Condor special meeting of shareholders being called to consider the transaction). The Condor Board of Directors has unanimously recommended the approval of the transaction. Other conditions include the approval of the TSX Venture Exchange. Subject to the satisfaction of these conditions, it is expected that the transaction will close in July 2018.
Pursuant to Multilateral Instrument 61‐101 ‐ Protection of Minority Security Holders in Special Transactions the amalgamation to be undertaken to implement the transaction constitutes a “related party transaction”, as Dundee Resources Limited and its subsidiaries, holder of approximately 25% of the Orford shares (undiluted) and approximately 27% of the Condor shares, is a “related party” of each of Orford and Condor. This amalgamation is exempt from the valuation and minority shareholder approval requirements of MI 61‐101 by virtue of the exemptions contained in section 5.5(a) and 5.7(1)(a) of MI 61‐101, since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the amalgamation, exceeds 25% of Orford’s market capitalization. The amalgamation is also exempt from formal valuation requirements by virtue of the exemption contained in section 5.5(b) since Orford is not listed on the specified markets. The amalgamation will constitute a “Reviewable Transaction” under TSXV Policy 5.3 since it involves “Non-Arm’s Length Parties”, however, the transaction will not be considered a “Fundamental Acquisition”, or involve the creation of a new insider, or any change to management, or the acquisition of any new properties or other change or business. No finder’s fee is payable in connection with the transaction.
About the Carolina Gold Properties
Orford has entered into an option agreement with Carolina Gold Resources Inc. to earn a 70% interest in both the Jones-Keystone and Landrum-Faulkner Properties located respectively in North Carolina and South Carolina in the southeastern US. The properties are located in the Carolina Gold Belt, home to Oceana Gold’s producing Haile Mine (3.7 Moz resource at 1.8 g/t Au)5, and the past-producing Ridgeway Mine.
The Jones-Keystone and Landrum-Faulkner Properties occur at or near the same regional geological contact as the Haile and Ridgeway mines. At Jones-Keystone, mineralization is exposed at surface and historical drilling has yielded multiple drill hole intercepts in the 1 to 3 g/t range including an interval of 1.56 g/t Au over 54m core length including 3.01 g/t Au over 28m core length in historical hole JK-10-006, and an interval of 1.27 g/t Au over 104m core length including 3.03 g/t Au over 14m core length in historical hole JK-11-0171,2.
About the Qiqavik Property
The Qiqavik Property covers the 40-km long Qiqavik Break, part of the Cape Smith Belt event which is of Paleoproterozoic age (1.8-1.9 billion years). This geologic era is marked by its significant metal endowment as illustrated by the important gold districts that occur worldwide related to geological events of Paleoproterozoic age. These include the Flin Flon-Snow Lake Belt, the Ashanti Gold Fields of West Africa, the Tapajos-Parima Belt of Brazil, and the Tanami Region in Australia. The Cape Smith Belt is also home to Glencore’s world class Raglan Mine.
Early-stage exploration work completed to date on the Qiqavik Property shows that high-grade gold and copper occurrences are associated with secondary splay structures located along the district-scale Qiqavik Break Shear Zone which extends the full 40 km length of the Qiqavik Property. Geological data indicate that gold mineralization at Qiqavik is structurally controlled and associated with porphyry intrusions in places.
|1)||Note drill intervals reported in this press release are down-hole core lengths as true thicknesses cannot be determined with available information.|
|2)||Source: Technical report prepared for Revolution Resources Corporation titled “NI 43-101 Technical Report on the Champion Hills Gold Project” and dated January 17, 2013.|
|3)||This information is not necessarily indicative of the mineralization on Orford Mining’s properties.|
|4)||Note that grab samples are selective by nature and values reported may not be representative of mineralized zones.|
|5)||Source: Technical report prepared for OceanaGold Corporation titled “NI 43-101 Technical Report for the Haile Gold Mine, Lancaster County, South Carolina” dated August 9, 2017. This information is not necessarily indicative of the mineralization on Orford Mining’s properties.|
The disclosure of scientific and technical information contained in this news release has been approved by Alger St-Jean, Vice President, Exploration of Orford, a Qualified Person under NI 43-101.
The information concerning the Carolina Gold properties in this release has been prepared by management of Orford based on current work and available historical information. There is no current report prepared in conformance with NI 43-101. Reference is made to the Management Information Circular dated September 18, 2017 filed on Orford’s profile on SEDAR.
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