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Almaden
Minerals Ltd. ("Almaden" or "the
Company") (TSX:AMM - News)(AMEX:AAU - News) announces today it has entered into an Asset Sale
Agreement under which Beanstalk Capital Inc. ("Beanstalk")(TSX-V:BEG.P - News) will acquire 100% of the
Elk gold deposit, British Columbia. Almaden will
retain a 2% NSR in the Elk project.
Under
the terms of the Agreement, Almaden will receive 37
million common shares of Beanstalk. Upon closing, Almaden
will be the largest Beanstalk shareholder at approximately 58%. Closing of
the transaction is expected in the first quarter 2011 and remains subject to
applicable regulatory approvals, including approval of the TSX. As part of
the Transaction, Beanstalk will complete a private placement to close
concurrently with the Transaction of up to 10,000,000 units (each a
"Unit") at a purchase price of $0.50 per Unit (each Unit consisting
of one common share and one whole warrant ("Warrant") exercisable
at $0.75 for three years from the Closing) and up to 3,850,000 common shares
in the capital of Beanstalk issued on a flow-through basis (each a
"Flow-Through Share") pursuant to the Income Tax Act (Canada) at a
purchase price of $0.65 per Flow-Through Share for aggregate gross proceeds
of up to $7,502,500, or in such other amounts and on such other terms as may
be determined by Beanstalk.
This
transaction is consistent with Almaden's goal of
creating value through prospect generation and early stage exploration and
development. The sale also allows management to focus time and resources on
advancing the company's recent Ixtaca gold-silver
discovery on its wholly owned Tuligtic project,
Mexico.
"This
transaction crystallizes significant value for Almaden's
Elk deposit," says Morgan Poliquin, President
and CEO of Almaden. "Beanstalk is uniquely
positioned to develop the Elk deposit by virtue of an experienced Board of
Directors and management team, which has brought a number of mines into
production in British Columbia, has strong financing abilities and a track
record of social and environmental stewardship in communities in which they
have operated. With the Elk deposit as its principal asset, we believe
Beanstalk will have an excellent foundation to build a gold production growth
profile. This transaction gives Almaden the option
of maintaining exposure to the potential growth of Elk and future production
through a meaningful shareholding in a high-quality, diversified production
management team. Ultimately, this capital will be deployed to build Almaden, leaving our company in an exceptionally strong
strategic and financial position."
It
is anticipated that upon completion of the Transaction, Marc Blythe (VP
Mining of Almaden) will be the President of
Beanstalk and Beanstalk's Board of Directors will consist of Duane Poliquin (Chairman and Director of Almaden)
Morgan Poliquin (CEO and director of Almaden), James O'Rourke, and Rodney Shier.
Mr.
Blythe has a MBA from La Trobe University in Melbourne and a Bachelor of Mining
Engineering degree from the Western Australian School of Mines. He was
Corporate Senior Mining Engineer for Placer Dome Inc from 2004 until 2006.
Since 2007 Mr. Blythe has been President and CEO of Tarsis
Resources Ltd. (TSX-V:TCC - News). Mr. Blythe holds a
Western Australian First Class Mine Manager's Certificate of Competency and
has managed mines for both Placer Dome and WMC Resources (formerly Western
Mining Corporation). James (Jim) O'Rourke graduated in 1964 with a B.A. Sc.
degree in Mining Engineering from the University of British Columbia. Mr.
O'Rourke is the President and CEO of Copper Mountain Mining Corporation (TSX:CUM - News) ("Copper Mountain"). Mr. O'Rourke was
President of Huckleberry Mines Ltd., a private open pit copper mining
company, from December 2003 to April 2006 and continues as Executive Advisor
and director. Mr. O'Rourke was also President & CEO of Compliance Energy
Corporation (TSX-V:CEC - News) ("Compliance
Energy"), a mining company, from July 2000 to November 2005 and has
continued as Chairman and director to present. Mr. O'Rourke was President of
Princeton Mining Corporation (TSX:PMC - News) from 1987 to 1997 and
continued as Chairman from February 1997 to January 1998. Rodney Shier
graduated in 1986 with a Bachelor of Commerce degree from the University of
British Columbia and earned his Chartered Accountant designation in 1990
while articling at the international accounting firm of
PricewaterhouseCoopers. Mr. Shier has over fifteen years' experience as a
corporate officer and director to a number of publicly-traded mining
companies. Mr. Shier is CFO of Copper Mountain, and Mr. Shier has also been a
director of Compliance Energy since July 2000 and was the CFO of Compliance
Energy from June 2003 to March 2010.
About
Almaden
Almaden
is a well-financed mineral exploration company working in North America. The
company has assembled mineral exploration projects, including the Ixtaca Zone, through its grass roots exploration efforts.
While the properties are largely at early stages of development they
represent exciting opportunities for the discovery of significant gold and
copper deposits as evidenced at Ixtaca. Currently
six projects (Caldera, Caballo Blanco, Tropico, Nicoamen River, Matehuapil and Merit), are optioned to separate third
parties who each have the right to acquire an interest in the respective
project from Almaden through making certain
payments and exploration expenditures. Four further projects are held in
joint ventures. Almaden also holds a 2% NSR
interest in 11 projects. Almaden's business model
is to find and acquire mineral properties and develop them by seeking option
agreements with others who can acquire an interest in a project by making
payments and exploration expenditures. Through this means the company has
been able to expose its shareholders to discovery and capital gain without
the capital that would be required if the company were to have developed
these projects without a partner. The company intends to expand this business
model, described by some as prospect generation, by more aggressively
exploring several of its projects including the Ixtaca
Zone.
Morgan
Poliquin, Ph.D., P.Eng.,
a Qualified Person as defined by National Instrument 43-101, and the
President and CEO of Almaden, has reviewed the
technical information contained in this release.
On
Behalf of the Board of Directors
Morgan
J. Poliquin, Ph.D., P.Eng.,
President, CEO and Director
Almaden
Minerals Ltd.
Statements
contained in this news release that are not historical facts are forward
looking statements as that term is defined in the private securities
litigation reform act of 1995. Such forward looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from estimated results. Such risks and uncertainties are detailed in the
Company's filing with the Securities and Exchange Commission. Except for the
statements of historical fact contained herein, certain information presented
constitutes "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and Canadian
securities laws. Such forward-looking statements, including but not limited
to, those with respect to potential expansion of mineralization, potential
size of mineralized zone, and size and timing of exploration and development
programs, estimated project capital and other project costs and the timing of
submission and receipt and availability of regulatory approvals involve known
and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievement of Almaden to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors
include, among others, risks related to international operations and joint
ventures, the actual results of current exploration activities, conclusions
of economic evaluations, uncertainty in the estimation of mineral resources,
changes in project parameters as plans continue to be refined, environmental
risks and hazards, increased infrastructure and/or operating costs, labour and employment matters, and government regulation
and permitting requirements as well as those factors discussed in the section
entitled "Risk Factors" in Almaden's
Annual Information form and Almaden's latest Form
20-F on file with the United States Securities and Exchange Commission in
Washington, D.C. Although Almaden has attempted to
identify important factors that could cause actual results to differ
materially, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate as actual results and future events
could differ materially from those anticipated in such statements. Almaden disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required pursuant to
applicable securities laws. Accordingly, readers should not place undue
reliance on forward-looking statements.
Neither
the Toronto Stock Exchange (TSX) nor the NYSE AMEX have reviewed or accepted
responsibility for the adequacy or accuracy of the contents of this news
release which has been prepared by management.
Contact:
Contacts:
Almaden Minerals Ltd.
Morgan J. Poliquin, Ph.D., P.Eng.
President, CEO and Director
604-689-7644
608-689-7645 (FAX)
www.almadenminerals.com
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