November 08, 2019 (ACCESSWIRE via COMTEX) -- Not for Distribution to U.S. Newswire Services or for Dissemination in the United States. Any Failure to Comply with this Restriction May Constitute a Violation of U.S. Securities Laws.
VANCOUVER, BC / ACCESSWIRE / November 8, 2019 / Roughrider Exploration Limited /zigman2/quotes/206326474/delayed CA:REL -7.69% ("Roughrider" or the "Company") is pleased to announce that it has entered into a definitive agreement ("Definitive Agreement") with Cazador Resources Ltd., a private BC Company, Rene Bernard, an individual and Elemental Capital Partners LLP, a private BC Partnership, each of which is an independent party at arm's length to the Company (collectively "the "Vendors"), to acquire a 100% interest in the Gin, Eldorado and Bonanza properties located adjacent to Newcrest Mining and Imperial Metals Red Chris Mine in the Golden Triangle Area of northwest B.C. (collectively the "Red Chris Area Properties" or the "Properties") for an aggregate consideration of 11,000,000 Roughrider shares (the "Transaction"). Upon closing, Mr. Adam Travis will be appointed CEO and Director of Roughrider and Dr. Fletcher Morgan will also be appointed a Director of Roughrider.
Exploration and Strategic Potential
The Properties are located in the heart of the Red Chris Camp within British Columbia's Golden Triangle (see Figure 1) and are adjacent to ground held by Imperial Metals Corp. which includes the producing Red Chris Mine¹. In August 2019, Imperial Metals sold a 70% interest in Red Chris to Newcrest Mining Ltd. for approximately US$775million.
Roughrider is pleased to be able to secure ground in the Red Chris Area joining other companies such as Newcrest/Imperial, GT Gold Corp, Skeena Resources Ltd and Colorado Resources Ltd¹. Recent notable investments in the immediate area by both Newcrest and Newmont attest to the copper-gold potential of this area.
Red Chris Area Properties
Eldorado & Bonanza Properties
Eldorado and Bonanza border the eastern side of the Red Chris Mine property and occur along geological trend to the east hosting mineralized intrusions and volcanics (see Figure 1).
The Gin Property borders the western side of the Red Chris property and is adjacent to both Colorado's North ROK property (southern side) and GT Gold's Tatogga property (southeast side, See Figure 1).
Under the terms of the Definitive Agreement, Roughrider will acquire a 100% interest in the Red Chris Area Properties by issuing 11,000,000 shares in Roughrider ("Consideration Shares") and all current outstanding Roughrider options will be cancelled in connection with the Transaction.
Upon completion of the Transaction, each of the vendors will become insiders holding shares in excess of 10% of the issued and outstanding shares of the Company.
The Transaction is subject to receipt of all necessary regulatory and corporate approvals, including the approval of the TSX Venture Exchange ("TSXV").
All the Consideration Shares issued under the Transaction will subject to a hold period expiring four months and one day from the date of issuance. 4,000,000 of the Consideration Shares will also be subject to a voluntary hold period of one year from the date of closing.
Appointment of Chief Executive Officer and Director
Upon closing, Mr. Adam Travis will be appointed as CEO and Director of Roughrider and Dr. Fletcher Morgan will be appointed as a director of Roughrider. Mr. Wayne Hewgill and Mr. Alex Heath will resign as directors of Roughrider, effective on the closing date of the Transaction.
Mr. Travis will replace Mr. Scott Gibson, who has served as Roughrider's CEO over the last eight years. Mr. Gibson will remain a director of Roughrider.
Incoming CEO and Director, Travis commented, "Investors and colleagues that have followed my career know that I am passionate about B.C.'s Golden Triangle and its potential for multiple new economic discoveries. I am pleased to take on this new opportunity with Roughrider. I sincerely thank Scott Gibson and his team for their stewardship, and I look forward to working with them to transform Roughrider into a flagship B.C. exploration company. The properties that Roughrider will acquire are a good starting point."
In connection with the Transaction, Roughrider proposes to conduct a non-brokered private placement (the "Private Placement") of the sale of up to 5,000,000 common shares (the "Shares") at a price of $0.10 per Share for gross proceeds of up to $500,000.