|
/NOT FOR
DISTRIBUTION TO UNITED STATES WIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES. THIS NEWS
RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES IN THE UNITED STATES.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES
OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS UNLESS REGISTERED UNDER
THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE./
TSX VENTURE
EXCHANGE: TPR.H
VANCOUVER, June 30
/CNW/ - Tapestry Resource Corp. (TSX-V: TPR.H) ("Tapestry") is
pleased to announce that it has entered into a letter agreement with Gran Colombia Gold, S.A. ("Gran Colombia") effective June
30, 2010, relating to a reverse takeover transaction (the "Gran Colombia Transaction"), pursuant to which
Tapestry proposes to acquire all of the issued and outstanding securities of
Gran Colombia in exchange for the issuance of
common shares in the capital of Tapestry (the "Tapestry Shares") by
way of a three-cornered amalgamation.
Trading in
the shares of Tapestry has been halted in accordance with the policies of the
TSX Venture Exchange (the "TSXV") and will remain halted until such
time as all required documentation has been filed with and accepted by the
TSXV and permission to resume trading has been obtained from the TSXV.
Transaction Summary
-------------------
The Gran Colombia Transaction is expected to be effected by
way of a three-cornered amalgamation, pursuant to which a wholly-owned
Panamanian subsidiary of Tapestry will amalgamate with Gran Colombia, with the amalgamated Panamanian company
being a wholly-owned subsidiary of Tapestry. Tapestry will change its name to
Gran Colombia Gold Corp. (the "Resulting
Issuer"). Under the terms of the Gran Colombia
Transaction, each Gran Colombia shareholder
will receive one common share in the Resulting Issuer for every common share
of Gran Colombia (the "Gran Colombia Shares") held. Upon completion of the
Gran Colombia Transaction, the Resulting
Issuer will carry on the business of mineral production, development and
exploration.
The Gran Colombia Transaction will be an arm's length
transaction.
Private Placement
-----------------
Gran Colombia has engaged GMP Securities L.P. (the
"Agent") to act as agent in connection with a brokered "best
efforts" private placement of up to $275,000,000
of subscription receipts (the "Subscription Receipts") at an
indicative price of $0.40 per Subscription
Receipt (the "Gran Colombia Private
Placement"). The Agent has the option to increase the size of the Gran Colombia Private Placement by up to 15% by notice to
Gran Colombia prior to the closing of the Gran
Colombia Private Placement. The gross proceeds
of the Gran Colombia Private Placement, less
the expenses of the Agent payable by Gran Colombia,
are to be deposited in escrow at closing pending satisfaction of certain
escrow release conditions (including, among other things, the completion or
satisfaction of all conditions precedent to the Frontino Acquisition (as
defined below) and the obtaining of all required director and third party
approvals for the Gran Colombia Transaction,
in each case to the satisfaction of the Agent (collectively, the "Escrow
Release Conditions").
Each
Subscription Receipt will be automatically convertible for no additional
consideration, and without any further action by the holder thereof, into one
unit (each, a "Unit") of Gran Colombia,
upon the satisfaction of the Escrow Release Conditions. Each Unit shall be
comprised of one Gran Colombia Share and
one-half of one Gran Colombia share purchase
warrant, each such whole warrant entitling the holder to purchase one
additional Gran Colombia Share at an exercise
price of $0.65 per share for a period of five
years from the date of listing of the shares of the Resulting Issuer on the Toronto Stock Exchange (the "TSX") or TSXV
(together with the TSX, the "Exchange"). The Gran Colombia Private Placement is anticipated to close
in mid to late July, 2010. If the Escrow Release Conditions are not satisfied
prior to 5:00 p.m. on August
31, 2010, Gran Colombia will be
required to redeem the Subscription Receipts for cancellation at a redemption
price per Subscription Receipt equal to the issue price thereof and a pro
rata amount of any interest earned on the escrowed funds to the date of
redemption. For the Agent's services in connection with the Gran Colombia Private Placement, Gran Colombia has agreed to pay to the Agent a cash
commission equal to 6.0% of the gross proceeds of the Gran Colombia Private Placement and to grant to the Agent
compensation options entitling the Agent to subscribe for that number of
Units of Gran Colombia equal to 6.0% of the
total number of Subscription Receipts sold at the issue price for a period of
two years from the date of listing of the Resulting Issuer.
Conditions Precedent to Completing the Gran Colombia Transaction
----------------------------------------------------------------
The parties'
obligations to complete the Gran Colombia
Transaction are subject to the satisfaction of a number of conditions,
including but not limited to, completion of the Gran Colombia
Private Placement, Exchange approval, Gran Colombia
shareholder approval, the consent of the disinterested shareholders of
Tapestry, and other conditions customary for a transaction of this type.
Proposed Directors of the Resulting Issuer
------------------------------------------
The board of
directors of Tapestry is currently comprised of four directors. It is
anticipated that the board of directors of the Resulting Issuer will be
increased to ten directors at Tapestry's annual general meeting scheduled for
August 6, 2010. Tapestry will procure duly executed
resignations and releases in favour of Tapestry, effective at the closing of
the Gran Colombia Transaction, from each
director and officer of Tapestry who will no longer be serving in such
capacities and the nominees of Gran Colombia
will comprise the board of directors of the Resulting Issuer.
The directors
and officers of the Resulting Issuer are expected to include:
Proposed
Directors
Serafino
Iacono - Executive Co-Chairman and Director
Mr. Iacono has been a Co-Chairman of the
board of directors of Pacific Rubiales Energy Corp. since January 23, 2008, and was a Co-Chairman of the board of
directors of Pacific Stratus Energy Ltd. (a predecessor to Pacific Rubiales)
from August 21, 2006 to January
23, 2008. Prior to that, Mr. Iacono was
the Chief Executive Officer of Bolivar Gold Ltd., a gold producer, from February 2003 to February 2006.
Miguel de la
Campa - Co-Chairman and Director
Miguel de la
Campa has been a Co-Chairman of the board of directors of Pacific Rubiales
Energy Corp. since January 23, 2008, and was a
Co-Chairman of the board of directors of Pacific Stratus Energy Ltd. (a
predecessor to Pacific Rubiales) from August 21, 2006
to January 23, 2008. Prior to that, Mr. de la
Campa was the President and Chief Operating Officer of Bolivar Gold Ltd., a
gold producer, from February 2003 to February 2006.
Maria Consuela Araujo - Chief Executive Officer and Director
Ms. Araujo served as Minister of Foreign
Affairs in Colombia from August, 2006 to
February, 2007 and as Minister of Culture in Colombia
from August, 2002 to February, 2006. Since February, 2007 she has been the
General Manager of MCA Consulting. Ms. Araujo
studied Finance and International Relations at Externado University of Colombia and Government, Management and Public Affaires
at Columbia University in New York.
Jose Francisco Arata - Director
Mr. Arata has been the President of Pacific
Rubiales Energy Corp. since January 23, 2008, and
was a director and Chief Executive Officer of Pacific Stratus Energy Ltd. (a
predecessor to Pacific Rubiales) from August 21, 2006
to January 23, 2008. Prior to that, Mr. Arata was the Executive Vice-President,
Exploration of Bolivar Gold Ltd., a gold producer, from July
1997 to February 2006.
Jorge Neher - Director
Mr. Neher has been a partner of Macleod Dixon
LLP, an international law firm, since 2003. Mr. Neher
specializes in resource law in Venezuela, Colombia and other Latin American countries, such as
Mexico, Peru,
and the Guyanas. His practice includes advice to major and junior mining
companies on acquisitions, joint-ventures, corporate and project finance,
regulatory and environmental matters, development of projects of precious and
base metals, precious stones, industrial minerals, and coal. Mr. Neher acts for several TSX and TSXV listed
corporations.
Ronald Pantin
- Director
Mr. Pantin has been the Chief Executive
Officer of Pacific Rubiales Energy Corp. since May 2007.
Mr. Pantin worked in the Venezuelan oil industry
for twenty-three years prior to founding Pacific Rubiales Energy Corp. Mr. Pantin has held a number of senior positions
within Petroleos de Venezuela
("PDVSA"), most recently being President of PDVSA Services.
Immediately after PDVSA, Mr. Pantin was
President of Enron Venezuela. He began his
professional career with Maraven, an affiliate of PDVSA where he held a
variety of positions including Exploration & Production Planning Manager,
Petroleum Engineering Manager, Treasurer, Operations Manager in the
Production Division, and Corporate Planning Manager.
Robert Hines - Director
Mr. Hines is Managing Partner, Canada with CTPartners, an executive search firm. Mr. Hines joined CTPartners from Heidrick &
Struggles where he held a number of senior leadership roles, most recently as
Managing Partner, Global Operations where he was responsible for oversight of
regional operations in Asia Pacific, Europe,
the Middle East, Latin America and North America. Before joining the executive search
industry, Mr. Hines held a number of senior
positions in investment banking including: Managing Director, Co-Head of
Mergers & Acquisitions, CIBC World Markets; President & Chief
Executive Officer, Credit Suisse Canada;
Executive Vice-President, Head of Investment Banking, Midland Walwyn Inc.;
and Vice-Chairman, Merrill Lynch Canada. Mr. Hines is a member of the Independent Review
Committee of the Mackenzie Financial Corporation mutual funds; the
International Advisory Council of The Schulich School of Business at York
University; and the Advisory Board of True Blue Connect Inc.
Stephen Wilkinson - Director
Mr. Wilkinson is a mining executive, corporate
director and business consultant based in North Vancouver,
British Columbia. Since September 2002, he has
served as President, Chief Executive Officer and Director of ValGold
Resources Ltd., an international mining development company. Mr. Wilkinson was President, CEO and Director of
Northern Orion Explorations Ltd. for the period of 1999 to 2002. From 1996 to
1999, he was the Vancouver-based mining analyst for RBC Dominion Securities
Inc. responsible for small capitalization gold and base metal companies. Mr. Wilkinson has extensive experience in the mining
and finance industries having served as an officer and director of several
private and public companies, supplemented over the past three decades by
experience working for mining companies and government agencies. Mr. Wilkinson has a Bachelor of Science from the
University of Western Ontario (Geology, 1976), a Master of Science from
Carleton University in Ottawa, Ontario
(Geology, 1983) and an M.B.A. from Clarkson University
in Potsdam, New York (1995).
Ricardo Lozano - Director
Mr. Lozano is the Managing Director of
Dominion Estrategia Empresarial in Bogota, and
is a former director for the Madrid and Ecuador offices of Proexport Colombia, a former partner with the law firm Lozano
Lozano & Abogados Asociados, a former deputy minister of the Colombian
Ministry of the Interior and Justice, and the former First Secretary in
charge of consular functions of Colombia to
the Canadian Government. He is a member of the board of directors of Empresa
de Acueducto y Alcantarillado de Bogota, and
alternate board member for Empresa de Energia de Cundinamarca and a former
board member of the District Institute of Tourism. Mr.
Lozano is a Public Law Administrative Specialist and an Attorney from
the Colegio Mayor de Nuestra Senora del Rosario in Bogota.
Joshua Fink - Director
Mr. Fink is the founder and Chief Executive
Officer of Enso Capital Management. Founded in 2002, Enso Capital Management
invests globally across the natural resources industry. Mr. Fink has also held positions at Tiger Investment
Management, Argonaut Capital Management and Morgan Stanley Asset Management. Mr. Fink is a member of the board of advisors of the
Nature Conservancy and a member of the World Economic Forum. He holds a B.A.
from the University of Pennsylvania.
Proposed
Senior Management
Michael Davies - Chief Financial Officer
Mr. Davies is a Chartered Accountant
(Ontario) and has a Bachelor of Commerce degree from the University of Toronto. Over the last twenty years he has gained
extensive international and public company experience in financial
management, strategic planning and external reporting. Mr.
Davies has been the Chief Financial Officer of Alange Energy Corp.
since July 13, 2009, and from September 2004 to April 2007,
Mr. Davies served as the Vice President, Finance
for The Clorox Company of Canada. His diverse background
also includes senior finance roles with several public companies, including
LAC Minerals, IMAX Corporation, Amtelecom Communications, Energentia
Resources, Pamour Inc. and Giant Yellowknife Mines.
Peter Volk - General Counsel and Corporate
Secretary
Mr. Volk received his LL.B. from Osgoode Hall
and M.B.A. from Schulich School of Business. He has acted as General Counsel
and Corporate Secretary of Alange Energy Corp. since July
13, 2009, as General Counsel and Secretary of Pacific Rubiales Energy
Corp. since January 23, 2008, and as General
Counsel and Secretary of Medoro Resources Ltd. since February, 2003. In the
past, Mr. Volk has held the position of General
Counsel and Secretary with Pacific Stratus Energy Ltd. (a predecessor of
Pacific Rubiales) from October 26, 2004 until January 23, 2008 and with Bolivar Gold Corp. from July,
1997 until February, 2006.
Jose R. Oro -
Chief Operating Officer
Mr. Oro is both a geologist and an engineer. Mr. Oro has over 35 years working in several different
continents across the metal and mineral spectrum. Mr.
Oro is the former Director of the Mining and Geology Department of Cuba. In addition to working with junior and senior
mining companies, Mr. Oro worked in the Latin
American Resource Sector for Coopers and Lybrand LLC. Mr.
Oro received post graduate degrees in Remote Sensing and Geological
Exploration in the Netherlands and Russia.
About Gran Colombia
-------------------
Gran Colombia is a Panama
domiciled gold exploration, development and mining company focused on
prospective producing, development-stage and exploration-stage gold
properties, with its head office located at Calle 90, No 19A-46, Suite 602, Bogota, Colombia.
Since its incorporation on January 5, 2010, Gran Colombia has entered into agreements to acquire
various interests in several projects, representing a large gold exploration
and production area throughout Colombia.
Gran Colombia Properties
------------------------
As at the
date hereof, Gran Colombia has entered into agreements
to acquire interests in five mineral projects in Colombia,
as follows:
Frontino
Gran Colombia and Medoro Resources Ltd.
("Medoro"), a company listed on the TSXV (TSX-V: MRS), have entered
into an agreement whereby Gran Colombia and
Medoro, through a joint venture company ("JVCo"), will acquire all
of the assets of Frontino Gold Mines Ltd. ("FGM"), located near the
city of Segovia, approximately 220 kms north-east of Medellin in Antioquia, Colombia, from its liquidator, that is comprised of
one private mining property and two exploration licenses and related assets,
for consideration of COL$380,000,000,000 (approximately US$200 million),
subject to adjustment in accordance with the purchase and sale agreement (the
"Frontino Acquisition"). Gran Colombia
will provide the acquisition costs (less due diligence costs and the deposit
of COL$15,000,000,000 (approximately US$7.5 million) which shall be shared
equally by Gran Colombia and Medoro) and any
capital required in respect of the Frontino Acquisition in exchange for a 95%
interest in JVCo. Medoro will have a 5% full carried interest in JVCo and the
right to nominate one representative out of four to the joint venture
committee, with Gran Colombia nominating the
remaining three representatives comprising the joint venture committee. The
mine operator will be Gran Colombia. A success
fee of US$3,000,000, subject to adjustment in certain circumstances, will
also be payable by Gran Colombia, at closing,
to a company of which Mr. Iacono and certain of
his associates is a principal in recognition of the services rendered by Mr. Iacono and his associates in negotiating and
completing the Frontino Acquisition.
Medoro will
have an option for a period of one year from the closing of the Frontino
Acquisition to acquire an additional 45% interest in JVCo by paying 50% of
all costs, including the acquisition costs, capital costs and the success fee
paid by Gran Colombia to Mr. Iacono from the date of closing of the Frontino
Acquisition up to the date of exercise of such option, plus a premium of 25%
of such costs. If Medoro exercises its option, Medoro will have the right to
nominate two representatives to the board of directors of JVCo and to the
joint venture committee, with Gran Colombia
nominating the remaining two representatives to each of the board of
directors of JVCo and the joint venture committee.
The Frontino
mine has been in production since 1852 and is estimated to have produced more
than 4.5 million ounces of gold. FGM currently operates three underground
mines (El Silencio, Providencia and Sandra K), and a mill that is operating
at about 400 tonnes per day. FGM reported gold production in 2009 of
approximately 55,359 ounces of gold from 175,246 tonnes of ore with a head
grade of 10.25 g/t.
The Frontino
mines exploit a series of mesothermal veins which are predominantly composed
of quartz, pyrite, sphalerite, galena, gold and silver. The veins strike
north-south or northeast and are hosted by granite of the Segovia Batholith.
The Segovia Batholith is exposed in surface outcrops over an area of
approximately 270 kilometres north-south by 50 kilometres east-west. The
Batholith is limited by the Otu fault on the west and the Nus fault to the
east. The Segovia Batholith is also intruded by basic dikes that are used as
guides for exploration of mineralized structures.
Gold at
Frontino is fine-grained and is associated with sulphides such as pyrite,
galena and sphalerite. The highest gold grades are correlated with higher
percentages of sulphides. The National Instrument 43-101 - Standards of
Disclosure for Mineral Projects ("NI 43-101") compliant resource
estimates for the Frontino Properties are shown in the tables below. The Indicated
Mineral Resource estimate and the Probable Mineral Reserves estimate are
reported at a 7.1 g/t gold cut-off grade and the Inferred mineral resource
estimate is reported at a 6.5 g/t cut-off grade.
-------------------------------------------------------------------------
June 9, 2010 Indicated Mineral Resources (inclusive of mineral
reserves)
-------------------------------------------------------------------------
Cutoff
g/t
Type
Tonnes
Grade g/t
Ounces
-------------------------------------------------------------------------
7.1
Gold
315,000
13.1
132,000
-------------------------------------------------------------------------
-------------------------------------------------------------------------
June 9, 2010 Probable Mineral Reserves
-------------------------------------------------------------------------
Cutoff g/t
Type
Tonnes
Grade g/t
Ounces
-------------------------------------------------------------------------
7.1
Gold
210,000
13.3
90,000
-------------------------------------------------------------------------
Probable
mineral reserves total 90,000 ounces of gold and represent a conversion of
nearly 70% of the Indicated Mineral Resource. This is due mostly to the fact
that much of the resources have been derived from production channel
sampling. Infill drilling, exploration drilling and exploration channel
sampling is planned to expand the overall mineral resource and mineral
reserve base at the Frontino Gold Mines.
-------------------------------------------------------------------------
June 9, 2010 Inferred Mineral Resources
-------------------------------------------------------------------------
Cutoff g/t
Type
Tonnes
Grade g/t
Ounces
-------------------------------------------------------------------------
6.5
Gold
914,000
15.4
453,000
-------------------------------------------------------------------------
Scott E.
Wilson Consulting, Inc. ("SEWC") of Denver,
Colorado completed the new resource estimate under the direction of Scott E.
Wilson who is a qualified person as defined by NI 43-101. Mr. Wilson is responsible for, approves of, and has
verified the technical disclosure in this news release (including sampling,
analytical and test data). The NI 43-101 compliant technical report with
respect to the Frontino Gold Mines will be posted on SEDAR at www.sedar.com within 45 days of this news
release.
The new
mineral resource estimate for Frontino is based on 3-D geologic models that
incorporate 53,398 individual samples from the underground workings on the
Frontino properties. High grade outlier assays were capped to reduce the
potential for overestimation of grades. The model uses 3-D blocks which are 2
metres in height, width and depth. Block model grades were interpolated using
a combination of inverse distance and kriging grade estimation techniques.
SEWC used
industry-accepted standards to classify this new resource. The mineral
resource is classified using a combination of distance to the nearest sample,
the number of samples, and number of holes used to estimate each block, while
also taking into account database quality, sample integrity and geologic
understanding. The cut-off grades were based on the 2009 actual mining and
processing costs, an assumed milling recovery of 85% and an assumed gold
selling price of US$1,000 per ounce. SEWC did not classify any resources as
Measured Mineral Resources due to the lack of documentation of industry
accepted standards for quality assurance and quality control procedures for
the FGM Laboratory.
Part of the
FGM cost structure includes costs related to pensions, unions and a
collective bargaining agreement. SEWC assumed that these costs would be
funded separately and not from mine production. The cut-off grades used for
the reporting of the mineral resource and reserves at Frontino were
calculated with actual 2009 costs excluding the aforementioned costs. If mine
production is required to fund those costs, the cut-off grade will increase,
causing a reduction in the stated mineral resources and mineral reserves.
El Zancudo
Gran Colombia entered into a purchase agreement in order
to acquire a 100% interest in the El Zancudo Project, located in the Titiribi
mining district in Antioquia, Colombia from
"Consorcio de Inversionistas CDI, S.A." ("CDI") for US$15
million. The acquisition consists of eight mining and exploration contracts
and applications with a total area of approximately 6,000 hectares, and
includes several underground mines (currently inactive), a 120 tonnes per day
gold processing plant, and an existing processing agreement with a third
party to recover gold and silver from scoria (slag) from past operators
located on the property. The scoria processing agreement entitles CDI to
receive a 6.5% to 7% gross royalty. Gran Colombia
has paid US$5 million of the purchase price to date, with the balance of the
purchase price being payable as follows:
a. US$5,000,000 on October 29, 2010; and
b. US$5,000,000 on April 29, 2011.
The El
Zancudo Project is located in the western flank of the Cordillera Central,
where schists of the Arquia Complex, Upper Tertiary sediments of the Amaga
Formation and Late Miocene andesite porphyry intrusions host the mineralized
bodies. Gold mineralization occurs as veins related to the emplacement of the
porphyry stocks.
The
mineralization consists of epithermal to mesothermal, intermediate
sulfidation type veins, which occur as a series of parallel and sub-parallel
veins exploited over a strike length of more than 3,500 metres with an
average width of 0.35 metres (varying up to 0.80 metres). The known vertical
extent of mineralization is at least 900 metres.
The Titiribi
mining district has been mined since 1793 and despite a long history of gold
and silver mining, mines on the El Zancudo properties have not been
systematically explored. Exploration opportunities at El Zancudo include
potential for additional mineralization on extensions of the veins and
potential for multiple additional veins (mapped on surface and mined at
shallow levels) at depth.
Additional
exploration targets being investigated have the potential for bulk mineable
gold and silver mineralization in zones where a high density of veining has
developed, and for zones with disseminated mineralization in sedimentary
rocks. In addition, there is potential for bulk mineable porphyry gold-copper
mineralization related to the porphyry intrusions.
Gran Colombia retained Dr. Stewart
D. Redwood to prepare a NI 43-101 compliant technical report dated
effective April 6, 2010 in respect of the El
Zancudo Project.
The
exploration results disclosed by this press release have been reviewed,
verified (including sampling, analytical and test data) and compiled by Dr. Redwood during preparation of the technical
report. Dr. Redwood is based in Panama City, Republic of Panama,
and is a Fellow of The Institute of Materials, Minerals and Mining (IMMM) and
a "qualified person" (as such term is defined in NI 43-101).
Concepción
Gran Colombia entered into a purchase agreement to
acquire an 80% interest in the Concepción Project from "Compania
de Minas Providencia, S.A.". The project is located in the
municipalities of Concepción, San Vicente, El Penol and Barbosa in
Antioquia and features approximately 3,535 hectares of exploration and mining
contracts and applications, including the former "San Pedro" and
"Criadero" mines. Gran Colombia paid
a purchase price of US$800,000; and committed to (i) an exploration program
of 25,000 meters of drilling within two years and (ii) carrying the remaining
20% interest holder through to completion of a feasibility study. The 20%
holder has an option to sell such interest at a price determined based on
US$40 per gold ounce applied to 20% of recoverable gold as detailed in a
feasibility study.
Located in
the Cordillera Central, the Concepción Project comprises metamorphic
rocks of the Cajamarca Complex of Paleozoic age, mainly graphitic schists,
intruded by the Antioquia Batholith of Upper Cretaceous age. The main targets
in the area are high grade mesothermal gold veins and the potential for bulk
mineable, low grade gold deposits similar to the Gramalote deposit located 42
km north-east of Concepción, which has an inferred mineral resource of
2.4 million ounces of gold contained in 74.4 million tonnes with an average
grade of 1.0 g/t (Meister, S. N., 2009. B2Gold Corp., Gramalote Ridge
Project, Department of Antioquia, Colombia at
p. 103. NI 43-101 report for B2Gold Corp., Vancouver,
27 February 2009, filed on SEDAR under the
profile of B2Gold Corp. at www.sedar.com). Veins at Concepción are
of two types, quartz veins and quartz-sulfide veins. An underground
exploration program is currently being carried out at Concepción along
with trenching and prospecting.
Gran Colombia retained Dr. Stewart
D. Redwood to prepare an NI 43-101 compliant technical report dated
effective May 31, 2010 in respect of the
Concepción Project.
The exploration
results disclosed by this press release have been reviewed, verified
(including sampling, analytical and test data) and compiled by Dr. Redwood during preparation of the technical
report.
Mazamorras
Gran Colombia acquired the Mazamorras Project, which is
located in the department of Narino, 40 km north-east of Pasto. The property
includes four concessions covering approximately 5,976 hectares, which
includes a potentially prospective copper-gold porphyry system. This project
was acquired for a purchase price of US$4 million, payable over 30 months. In
addition, Gran Colombia has provided a 2.5%
net smelter return royalty with a buyout provision of US$3 million; and an
exploration commitment of US$4.75 million over 30 months. Gran Colombia has paid an aggregate of US$375,000 to
date, with the balance of the cash portion of the purchase price being
payable as follows:
a. US$325,000 by August 20, 2010;
b. US$650,000 by May 20, 2011;
c. US$650,000 by November 20, 2011;
d. US$1,000,000 by May 20, 2012; and
e. US$1,000,000 by November 20, 2012.
Gran Colombia retained SRK ES Explorations Services Ltd.
("SRK") based in Cardiff, United Kingdom, to prepare an NI 43-101 compliant
technical report dated effective April, 2010 in respect of the Mazamorras
Project.
The
Mazamorras Project is an early stage exploration property with potential for
copper-gold-molybdenum porphyry and epithermal-type deposits situated in the
convergence zone of the three Cordilleras of the Colombian Andes.
Mineralization
in the area is hosted by an 8 km by 2.5 km belt of
propylitic-phyllic-potassic-silicic alteration localized along the Mazamorras
Fault and hosted by a Tertiary Igneous Complex. The belt of alteration is
oriented north-northwest to south-southeast and contains at least three
mineralized porphyry bodies. Mineralized stockworks are composed of
millimetre-scale veinlets and have a preferred orientation parallel to
subparallel to the Mazamorras Fault. In addition, shear zones commonly subparallel
to the Mazamorras Fault and containing gold-silver bearing quartz veins have
also been recognized.
Grade
correlations between copper and gold (for over 700 rock chip samples) within
the Tertiary Igneous Complex rocks show a median ratio of 0.95 ppm gold for
1% copper, i.e., almost 1:10,000.
The
exploration results disclosed by this press release have been reviewed,
verified (including sampling, analytical and test data) and compiled by SRK
under the supervision of Karen Volp who is a Member of the Australian
Institute of Mining and Metallurgy and a "qualified person" (as
such term is defined in NI 43-101).
Carla Gran Colombia
Gran Colombia entered into an agreement to acquire the Carla Gran Colombia
Project, which includes 16 properties totalling approximately 6,000 hectares
of exploration ground and some mining assets located in the Segovia and
Remedios municipalities of Antioquia, close to the Frontino gold mines.
Pursuant to an agreement with Carla Resources, S.A., Gran Colombia agreed to pay a purchase price of
US$15,000,000 paid over 18 months. Gran Colombia
has paid an aggregate of US$1 million to date, with the balance of the cash
payments being payable as follows:
a. US$4,000,000 by July 05, 2010;
b. US$5,000,000 by February 05, 2011; and
c. US$5,000,000 by October 05, 2011.
Gran Colombia retained SRK to prepare a technical report
dated June 18, 2010 on the Carla
Gran Colombia Project.
The Carla Gran Colombia
Project's concessions are located to the south and north of the Frontino
properties. These concessions are mostly within the Segovia Batholith
(granodiorite) bounded by the north south trending Otu and Nus faults to the
west and east respectively.
Mineralization
in the area comprises multiple stage mesothermal quartz vein-hosted gold
silver occurrences varying from a few centimetres to more than three metres
in thickness, with an average of one metre. Veins are controlled by regional
structural events most likely related to the north-south orientated
Otu-Pericos fault, although there are additional minor vein orientations.
The Segovia
Remedios district has a long history of gold mining related to quartz vein
mineralization. The adjacent Frontino gold mine has been operational since
1852.
The technical
information disclosed by this press release has been reviewed, verified
(including sampling, analytical and test data) and compiled by SRK under the
supervision of James Gilbertson who is a
Chartered Geologist with the Geological Society of London
(GSL) and a "qualified person" (as such term is defined in NI
43-101).
Selected Financial Information of Gran Colombia
-----------------------------------------------
The following
unaudited financial information for the period ended April
30, 2010 has been provided by Gran Colombia.
Such information is subject to all other information contained in the
relevant financial statements disclosed in the filing statement to be
prepared in connection with the Gran Colombia
Transaction.
During the
period from incorporation through April 30, 2010,
Gran Colombia raised cash net proceeds of
approximately US$21.6 million from the issuance of Gran Colombia Shares and used US$6.3 million of these
funds in connection with investing activities, principally for payments
toward the acquisitions of mineral properties as described above. As at April 30, 2010, Gran Colombia
had cash and cash equivalents amounting to US$15.7 million.
Outstanding Securities
----------------------
Currently,
there are 125,000,000 Gran Colombia Shares
issued and outstanding. This includes the 90,000,000 Gran Colombia Shares issued pursuant to a private
placement completed on April 27, 2010 (the "April 2010 Private Placement") at $0.25 per share for gross proceeds of $22.5 million. Other than broker options to purchase an
aggregate of 5,400,000 Gran Colombia Shares at
a price of $0.25 per common share for a period of
two years from the listing of the Resulting Issuer on the TSXV issued in
connection with the April 2010 Private Placement,
no stock options, warrants or other securities entitling holders to acquire
Gran Colombia Shares are outstanding. Gran Colombia is not a reporting issuer and its
securities are not listed or posted for trading on any stock exchange. It is
anticipated that up to 40,000,000 options at an exercise price of $0.40 per share will be granted upon the closing of the
Gran Colombia Transaction, such options to be
received by approximately 40 persons.
Completion of
the Gran Colombia Transaction is subject to a
number of conditions, including Exchange acceptance and disinterested
shareholder approval. The Gran Colombia
Transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as proposed
or at all.
Investors are
cautioned that, except as disclosed in the filing statement to be prepared in
connection with the Gran Colombia Transaction,
any information released or received with respect to the Gran Colombia Transaction may not be accurate or complete
and should not be relied upon. Trading in securities of Tapestry should be
considered highly speculative.
Forward-Looking
Information
---------------------------
This news
release contains "forward-looking information", which may include,
but is not limited to, statements with respect to the future financial or
operating performance of Tapestry, Gran Colombia
and its projects. Often, but not always, forward-looking statements can be
identified by the use of words such as "plans",
"expects", "is expected", "budget",
"scheduled", "estimates", "forecasts",
"intends", "anticipates", or believes" or variations
(including negative variations) of such words and phrases, or state that
certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or
be achieved. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Tapestry and Gran Colombia
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements.
Forward-looking statements contained herein are made as of the date of this
press release and Tapestry and Gran Colombia
disclaim, other than as required by law, any obligation to update any
forward-looking statements whether as a result of new information, results,
future events, circumstances, or if management's estimates or opinions should
change, or otherwise. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, the reader is cautioned not to place undue reliance on
forward-looking statements.
Cautionary Note Concerning Resource and Reserve Estimates
---------------------------------------------------------
The mineral
resource and mineral reserve figures referred to in this press release are
estimates and no assurances can be given that the indicated levels of gold
will be produced. Such estimates are expressions of judgment based on
knowledge, mining experience, analysis of drilling results and industry
practices. Valid estimates made at a given time may significantly change when
new information becomes available. By their nature resource and reserve
estimates are imprecise and depend, to a certain extent, upon statistical
inferences which may ultimately prove unreliable. If such estimates are
inaccurate or are reduced in the future, this could have a material adverse
impact on the Resulting Issuer.
Mineral
resources are not mineral reserves and do not have demonstrated economic
viability. There is no certainty that mineral resources can be upgraded to
mineral reserves through continued exploration.
Estimates of
mineral resources and reserves may be materially affected by environmental
permitting, legal and other relevant issues.
Due to the
uncertainty that may be attached to inferred mineral
resources, it cannot be assumed that all or any part of an inferred mineral
resource will be upgraded to an indicated or measured mineral resource as a
result of continued exploration. Confidence in the estimate is insufficient
to allow meaningful application of the technical and economic parameters to
enable an evaluation of economic viability worthy of public disclosure
(except in certain limited circumstances). Inferred mineral resources are
excluded from estimates forming the basis of a feasibility study.
The TSXV has
in no way passed upon the merits of the proposed transaction described herein
and has neither approved nor disapproved the contents of this news release.
Neither TSXV
nor its Regulation Services Provider (as that term is defined in the policies
of the TSXV) accepts responsibility for the adequacy or accuracy of this news
release.
All
information contained in this news release with respect to Gran Colombia was supplied by Gran Colombia for inclusion herein.
Neither the
securities of Tapestry nor the securities of Gran Colombia
have been, nor will be, registered under the U.S. Securities Act or any state
securities laws and such securities may not be offered or sold within the United States or to, or for the account or benefit
of, U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an applicable exemption from such
registration requirements is available. This news release does not constitute
an offer or sale of securities in the United States.
For
further information: Marilyn Miller - President, (604)
609-6110
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