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Rye Patch Gold Corp. Acquiring The Jessup Project, Nevada From
Midway Gold Corp.
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Vancouver, British Columbia, August 21, 2007 - Rye Patch Gold Corp.
("Rye Patch Gold") and Midway Gold Corp. ("Midway") are pleased to
announce the following:
Rye Patch Gold has agreed to acquire all of Midway's right, title and
interest in the Jessup project located in Churchill County, Nevada.
Midway, through its plan of arrangement with Pan-Nevada Gold
Corporation ("Pan-Nevada Gold"), acquired the Jessup project in early
2007.
The Jessup project is comprised of a total of 36 unpatented mining
claims owned by Midway; one patented mining claim; and 99 unpatented
mining claims held by Midway under leases with the various claim
owners. The Jessup project is located in the historic Jessup mining
district.
A resource estimate for the Jessup project was prepared by Mine
Development Associates (MDA) in February 1998, which reported 8,376,000
tons with a grade of 0.024 oz Au/ton, amounting to approximately
200,000 ounces of gold. The cut-off grade used for the estimate was
0.010 oz Au/ton.
This estimate was not classified under any of the categories of
measured, indicated and inferred resources under National Instrument
43-101 ("NI 43-101") and is considered a historical estimate under NI
43-101. Rye Patch Gold considers the reported numbers to refer to an
aggregate resource incorporating all categories of measured, indicated
and inferred resources. Rye Patch Gold is not treating this historical
estimate as a NI 43-101 defined resource by a qualified person and
cautions that this historical estimate should not be relied upon.
Pan-Nevada previously commissioned MDA to prepare a comprehensive
technical report to update the resource calculation on the Jessup
project based on data drawn from Pan-Nevada's prior work on the
property. This technical report will be completed for Rye Patch Gold
and filed on SEDAR when available.
As consideration for Midway's sale of the Jessup project to Rye Patch
Gold, Rye Patch Gold is to issue to Midway on the closing date of the
acquisition a total of 2,000,000 units ("Units") of Rye Patch Gold,
each Unit comprising of one common share ("Share") of Rye Patch Gold
and one-half of one non-transferable common share purchase warrant
("Warrant"), with each whole Warrant entitling Midway to purchase one
Share for a period of 24 months from the closing date of the purchase
and sale of the Jessup project at an exercise price of Cdn.$1.00. The
Shares comprising the Units will be subject to resale restrictions for
up to 2 years from the closing date.
In addition, Rye Patch Gold will reimburse Midway for costs incurred in
connection with the Jessup project in the amount of approximately
US$252,000, which includes advance royalty payments to underlying claim
owners and claim maintenance fees.
Closing of the sale of the Jessup project is subject to the receipt of
TSX Venture Exchange approval and the satisfaction of other customary
closing conditions.
William C. (Bill) Howald, CEO and President of Rye Patch Gold Corp.
commented, "The acquisition of the Jessup project is exactly along the
lines of our Nevada strategy to bring resource-based projects into the
Company's portfolio. The Jessup property is located near Interstate 80
at the Jessup exit and will allow Rye Patch to increase its portfolio
of properties along the I-80 corridor. This accumulation of
resource-based projects along the main transportation artery of Nevada
has potential to fill unused milling capacity for the major gold miners
in Nevada."
"Our strategy of finding, developing and selling high-grade deposits
near the I-80 corridor can potentially fit the needs of the Nevada
based gold miners."
Alan Branham, President and CEO of Midway Gold stated, "Midway has
chosen to focus our exploration efforts on our developing resources at
Spring Valley, Pan, and Midway, along the major gold trends. Midway
currently has a total of seven drill rigs exploring the expansions of
these three prospective projects. We wish Rye Patch success in their
plans at Jessup."
The underlying lease obligations in respect of 96 unpatented claims on
the Jessup project involve making monthly advance royalty payments of
US$6,000 in 2007, increasing by US$1,000 per month in each successive
year until it reaches US$9,000 per month in 2011 and continues
thereafter at that amount. These claims are subject to a production
royalty in favour of the lessor of between 1% and 3.5% depending on the
average quarterly price of gold, and all advance royalty payments may
credited towards any payments of the production royalty. These claims
are also subject to a 1.6% net smelter return royalty in favour of a
prior claim owner. Rye Patch Gold may purchase these properties
(subject to the 1.6% net smelter return royalty) by paying the lessor
US$2 million if the option is exercised by May 12, 2008, US$2.5 million
if the option is exercised by May 12, 2009 or US$3 million if the
option is exercised by May 12, 2010, less all advance royalty payments
previously paid to the lessor.
The underlying lease obligations in respect of 3 unpatented claims on
the Jessup project involve making advance royalty payments of US$8,000
in 2008, US$9,000 in 2009, US$10,000 in 2010, and US$10,000 for each
year thereafter. These claims are subject to a 2% production royalty in
favour of the lessor, and all advance royalty payments may be credited
towards any payments of the production royalty. Rye Patch Gold may
purchase one-half of the production royalty interest (1%) at any time
during the term of the lease for US$1 million, less all advance royalty
payments previously paid to the lessor.
The underlying lease obligations in respect of the one patented claim
on the Jessup project involve making annual advance royalty payments of
US$5,000 in 2008 up to and including 2010, US$10,000 in 2011 up to and
including 2015, US$20,000 in 2016 up to and including 2020 and
US$30,000 in 2021 and US$30,000 for each year thereafter. This claim is
subject to a 5% production royalty in favour of the lessor in respect
of precious metals, and all advance royalty payments may be credited
towards any payments of the production royalty. Rye Patch Gold may
purchase this claim and one-half of the production royalty interest
(2.5%) at any time during the first five years of the lease for
US$250,000.
Rye Patch Gold Corp. is a Nevada-focused and discovery-driven company
building a sizeable inventory of gold assets in the mining friendly
state of Nevada, USA. The Company's seasoned management team is engaged
in acquisition, exploration and development of quality resource-based
gold deposits. Rye Patch Gold is developing its primary asset -- the
advanced-stage Wilco project located within the Humboldt Gold Trend in
west-central Nevada, and is now acquiring the Jessup project in
Churchill County, Nevada.
Midway Gold Corp. is a precious metals exploration company, listed as a
Tier 1 issuer on the TSX Venture Exchange under the symbol "MDW".
Midway focuses on the creation of value for shareholders by
aggressively exploring and developing high-grade, quality precious
metal resources in stable mining areas.
Rye Patch Gold Corp.
On behalf of the Board of Directors
William C. (Bill) Howald, CEO & President
For further information, please contact:
The Buick Group.
Jon Ruby
Phone: 1 (877) 748-0914
www.ryepatchgold.com
Midway Gold Corp.
Allan Shepard
Phone: 877-550-8181 (toll-free)
www.midwaygold.com
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES.
The securities to issued by Rye Patch Gold Corp. have not and will not
be registered under the United States Securities Act of 1933, as
amended (the "1933 Act"), or the securities laws of any state of the
United States, and may not be offered or sold in the United States
absent registration or an applicable exemption therefrom under the 1933
Act and the securities laws of all applicable states.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
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Copyright (c) 2007 RYE PATCH GOLD CORP. (n/a) All rights reserved.
For more information visit our website at http://www.ryepatchgold.com/
or send mailto:info@ryepatchgold.com
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