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TORONTO, ONTARIO--(Marketwire - Jan. 25, 2013) - Malbex Resources Inc. ("Malbex") (News - Market indicators) is pleased to announce that it has entered into agreements that allow it to acquire control of the Los Guandules Verdes exploration concession in the Dominican Republic (the "Property"). The Property is immediately south of the Nieta Concession currently being explored by Unigold Inc. ("Unigold") (TSX VENTURE:UGD) and approximately 15 kilometres northwest of GoldQuest Corporation's (TSX VENTURE:GQC) La Escandalosa project. Like the Nieta and La Escandalosa concessions, Los Guandules Verdes concession is underlain by the mid-Cretaceous Tireo Group which is host to various zones of volcano sedimentary-related gold and copper-zinc-silver mineralization elsewhere in the Domincan Republic.
"We are extremely pleased to have been able to acquire this strategic property in an area that is quickly becoming the focus of mineral discoveries," stated Joe Hamilton, CEO of Malbex. "The Dominican Republic is both economically and politically stable and remarkably prospective for the discovery of new gold deposits. This property diversifies the Malbex exploration efforts and should provide shareholders with new opportunities for discovery. We will continue to advance our Argentinean Del Carmen concession through preliminary economic studies and updated resource calculations over the coming months while establishing new exploration programs in the Dominican Republic."
About the Property
The Los Guandules Verdes concession is located in the Central Cordillera of the Dominican Republic. The western boundary follows the international border with Haiti while the eastern boundary is approximately 300 metres from the Nalga de Maco National Park (Figure 1).
The Property contains the Cretaceous age Tireo Group rocks which are overlain to the southwest by a veneer of "flysch" type calcareous slates, limestones, sandstones and shales of the Peralta Formation (Figure 2). The Duarte Formation within the Tireo Group trends parallel on the northeast side of the property and consists of metabasalts, volcanic tuffs, amphibolites and schists. Further to the north, the Tireo Group is in contact with tonalite, diorite and gabbro intrusive bodies. In general, the Tireo Group consists of andesite and basalt volcanic and volcanoclastic rocks with lesser felsic volcanics and limestone. Dacite porphyry and smaller sinuous ultramafic bodies are found throughout the area.
The Tireo Group is host to volcanogenic sulphide deposits that are currently being drilled by Goldquest Mining Corp. at the Escandolosa Project and by Unigold Inc. at the Candelones Project. Previous work on the Property has included limited soil geochemical grids and some surface prospecting (Figure 2). Historic showings within the Nalga de Maco National Park appear to trend onto the concession but no modern exploration has been conducted to test the extent of these trends.
Malbex intends to commence a program of geological mapping, surface sampling and geophysics in order to quickly identify drill targets for later follow-up. Work programs in the Dominican Republic can be conducted throughout the year.
About the Transaction
The "Americana Transaction"
Malbex has completed a definitive agreement with the shareholders of Americana de Explotaciones Mineras S.R.L. ("Americana"), a Dominican private company, to acquire all of the issued and outstanding shares in the capital of Americana for a purchase price of RD$100,000 Dominican pesos (the "Americana Transaction"). Americana has an application pending for the Los Guandules Verdes concession. Malbex expects that this licence will be granted within the next six weeks.
The "Unigold Agreement"
The shareholders of Americana had previously granted Unigold the option to acquire all of the shares in Americana, or the Property licence, for nominal consideration. In connection with the acquisition of Americana, Malbex has entered into an agreement with Unigold (the "Unigold Agreement" and together with the Americana Transaction, the "Transaction") to cancel the outstanding option. In exchange for Unigold agreeing to consent to the acquisition by Malbex of all of the outstanding shares of Americana and to cancel the option, Malbex has agreed to issue to Unigold 13,000,000 common shares of Malbex and grant Unigold a 2% net smelter return royalty on the Property. Malbex can buy back half of the net smelter return royalty for $1 million (leaving Unigold with a royalty equal to 1% of net smelter returns). If Malbex identifies at least 2 million ounces of measured and/or indicated resources (based on a NI43-101 report) within the first 5 year term of the exploration concession, then Malbex must issue an additional 5,000,000 common shares to Unigold. All such common shares of Malbex which may be issued to Unigold pursuant to the Unigold Agreement will be subject to a hold period of four months from the time of the issue of such common shares.
The Unigold Agreement is subject to the granting of the Los Guandules Verdes concession licence by the Dominican government, and subject to final TSX-V approval.
The consideration to be paid pursuant to the Transaction, without considering the royalty or the "top-up" shares based on identified measured and/or indicated resources, is equal to approximately C$1.4 million based on the 20-day VWAP of Malbex shares prior to this announcement. Approximately $340,000 has been spent by Unigold to date on the Property in acquisition, geochemical and mapping campaigns. Management of Malbex considers the Property to be highly prospective for gold and copper mineralization based upon the close proximity to recent discoveries and the existence of mapped outcrops of Tireo Group rocks along strike from known mineralization. Further, the Property contains known geophysical and geochemical anomalies that will be scheduled for follow-up work as soon as possible. Closing of both the Americana Transaction and the Unigold Agreement are conditional upon receipt of shareholder approval of the Transaction and the consideration payable by Malbex in connection therewith, all of which is expected to be tabled for consideration and, if deemed appropriate, approval by shareholders at Malbex's upcoming annual and special shareholders meeting, which is expected to be scheduled in March, 2013.
The Transaction is considered to be a "non-arm's length" transaction within the meaning of the policies of the TSX-V due to the fact that Mr. Joe Hamilton is a common director of both Malbex and Unigold.
Malbex is a gold exploration company led by experienced management and directors with projects in Argentina. In April 2010, Malbex made a near-surface, gold- silver oxide discovery at Del Carmen, its lead project in Argentina. In September 2011, Malbex released the first-ever inferred mineral resource estimate calculated in accordance with National Instrument 43-101 for the Rojo Grande deposit at Del Carmen which measured 25.4 million tonnes grading 1.00 g/t gold and 13.3 g/t silver for 816,600 ounces of contained gold and 10.9 million ounces of contained silver. Heap-leach metallurgical recoveries from column tests were estimated between 75% and 85%. The Del Carmen project is located in the El Indio Gold Belt, which contains more than 35 million ounces of gold in current reserves and past production, including Barrick's Veladero mine and Pascua-Lama project. Preliminary economic assessments are underway for this project and an updated resource is expected to be published in by the end of June 2013. For more information, please visit www.malbex.ca.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about strategic plans, licence renewals and granting of concessions, spending commitments, future operations, results of exploration, anticipated financial results, future work programs, capital expenditures and objectives. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including the risks identified in the Company's annual information form under the heading "Risk Factors". There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
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