Endurance Gold Corporation (EDG - TSX.V, "Endurance") is pleased to announce it has entered into a binding letter of intent ("LOI") to sell its 100-per-cent interest in the Rattlesnake Hills Property to GFG Resources (US) Inc. ("GFG"), a private company incorporated in the United States. The Rattlesnake Hills Property encompasses 6,997 acres and is located in Natrona County, Wyoming, USA. Endurance's Rattlesnake Hills Property immediately adjoins GFG's property which was acquired recently from Evolving Gold Corporation in a separate transaction.
Under the terms of the LOI, GFG may acquire Endurance's Rattlesnake Hills Property through the payment of US$150,000 in cash, issuing to Endurance 1,400,000 common shares of GFG, and issuing additional bonus share payments totaling 750,000 GFG common shares, only payable under certain circumstances. Subject to the satisfactory completion of due diligence, closing is scheduled to occur on or before September 30, 2015.
Endurance has received a non-refundable cash deposit of US$25,000 on signing of the LOI. The balance of US$125,000 cash and 850,000 GFG shares are deliverable at closing. The remaining 550,000 GFG purchase shares are deliverable on or before February 6, 2017. GFG will also assume the obligations of an underlying option agreement that provides Endurance the right to acquire 100% interest in a portion of the subject property.
On closing, Endurance will retain a 2% net smelter returns royalty ("Endurance Royalty"). GFG can purchase one half of the Endurance Royalty prior to December 31, 2017 for a cash payment of US$750,000, and thereafter, at any time, for a cash payment of US$1,500,000.
Within seven (7) years of closing, the Company may also be entitled to two payments of bonus shares for a total of an additional 750,000 GFG common shares on the achievement of certain technical thresholds on EDG's Rattlesnake Hills Property. The first 375,000 GFG common shares will be payable in the event of a discovery drill hole containing at least 100 gram-metre gold equivalent and a further 375,000 GFG common shares payable in the event an independent NI 43-101 resource report defines an aggregate mineral resource (including the "inferred mineral resource", category within the meaning of NI 43-101) of at least 500,000 ounces of gold equivalent.
It is anticipated that GFG will use reasonable commercial efforts to obtain a listing on a recognized stock exchange in Canada or the US prior to March 31st, 2016. The GFG common shares deliverable after this event will be based on an equivalency formula and will be subject to resale restrictions and hold periods under the applicable securities laws and regulations.
Endurance Gold Corporation is a company focused on the acquisition, exploration and development of highly prospective North American mineral properties with the potential to develop world-class deposits. The Company's exploration focus, for projects operated by Endurance, is intrusive-related mineral systems with potential for discovery of major new precious or rare metals deposits, and its business plan offers shareholders exposure to several majority-owned exploration projects with significant discovery potential such as the Elephant Mountain Gold Property in Alaska, the Rattlesnake Hills Gold Property in Wyoming, and the Bandito Rare Earth-Niobium Property in the Yukon. The company also owns 35.5% in the Pardo joint venture, a Precambrian-aged paleoplacer gold system. Please visit www.endurancegold.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from the expected results.