Endurance Gold Corporation (EDG -- TSX.V, "Endurance") is pleased to announce that it has completed the previously announced sale (the "Transaction") of its 35.5% interest in the Pardo Joint Venture ("Pardo JV") Property to Inventus Mining Corp. ("Inventus"), a company listed on the TSX Venture Exchange in consideration of 25,500,000 common shares (the "Common Shares") of Inventus and a cash payment of $75,000. As a result, Endurance now becomes the Control Person and owns 25.4% equity ownership of Inventus, and Inventus now owns 100% of the assets comprising the former Pardo JV as well as the other Pardo area properties, effectively consolidating the entire paleoplacer gold district under single ownership.
"We are pleased to see the Pardo JV consolidated under single ownership and join with Robert McEwen, Eric Sprott and Osisko Gold Royalties Ltd. as major shareholders of Inventus" stated Mr. Boyd, President and CEO of Endurance. "We look forward to benefiting from Inventus' singular vision of advancing the Pardo property through its exploration growth towards a potential commercial operation."
Including the customary representations, warranties, covenants and conditions, the agreement provides for Inventus to assume Endurance's funding obligations on the 2016 Pardo JV Program, the current arbitration process between Endurance and Inventus has been terminated with the parties assuming their own respective legal costs. Furthermore, for as long as Endurance holds in excess of 10% of Inventus' issued and outstanding common shares:
a. Endurance will be entitled to appoint a representative to the Board of Directors of Inventus.
b. As a shareholder of Inventus, Endurance will be required to vote its shares in favour of proposals recommended by management of Inventus, other than a Change of Control transaction where it may vote without restrictions;
c. Prior to selling any of its Inventus common shares, Endurance will provide Inventus an opportunity to find a buyer, and subsequently if it does sell shares to another purchaser that it will be on terms no less favourable than those proposed to Inventus; and
d. Inventus shall grant Endurance the right (but not the obligation) to participate in future financings of Inventus thus maintaining its percentage ownership.
The Common Shares were issued at a deemed price of $0.135 per Common Share. Immediately before the Transaction, Endurance had ownership of nil Common Shares. Following the Transaction, Endurance held ownership of 25,500,000 Common Shares of Inventus representing approximately 25.4% of the issued and outstanding common shares of Inventus.
Endurance acquired the Common Shares for investment purposes. Endurance may sell its shares of Inventus either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors, subject to the terms of the Pardo JV purchase agreement.
This news release is being issued pursuant to Part 3 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report filed by Endurance in connection with the acquisition of the Common Shares is available on Inventus' SEDAR profile, and it can also be obtained directly from Endurance by contacting the number shown below.
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 and the Bandito Rare Earth-Niobium Property in the Yukon. The company also owns a significant shareholding in GFG Resources which controls the entire Rattlesnake Hills gold district, Wyoming. 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.