(All figures are in Canadian dollars unless otherwise indicated)
VANCOUVER, Dec. 23, 2011 /CNW/ - New Gold Inc. ("New Gold") (TSX:NGD)
(AMEX:NGD) and Silver Quest Resources Ltd. ("Silver Quest") (TSX.V:SQI)
today announce that New Gold has completed the acquisition of all the
shares of Silver Quest. Under the terms of the court approved
arrangement (the "Arrangement"), 10.5 million New Gold common shares
were issued to former Silver Quest securityholders on the basis of 0.09
of a New Gold share for each Silver Quest share and nominal cash
consideration.
As a result of the completion of the Arrangement, New Gold has acquired
Silver Quest's 25% interest in the Davidson Property, which forms the
northern half of the Blackwater gold-silver deposit and in which New
Gold held a 75% interest, thus consolidating a 100% ownership in the
Blackwater Project. New Gold also acquired a 100% interest in the
Capoose Property, located adjacent to Blackwater, covering over 410km2 of land with an established gold and silver mineral resource.
Transaction Highlights
-
Consolidates 100% ownership of Blackwater Project thus increasing the
total mineral resource inventory:
-
Increases indicated gold resources by 0.6 million ounces to 5.4 million
ounces (165 million tonnes at an average grade of 1.01 g/t)
-
Increases inferred gold resources by 0.2 million ounces to 1.2 million
ounces (39 million tonnes at an average grade of 0.94 g/t)
-
Adds Capoose Property's mineral resource to New Gold's portfolio
-
Indicated resource of 0.4 and 26.6 million ounces of gold and silver,
respectively (31 million tonnes at an average grade of 0.38 g/t gold
and 26.5 g/t silver)
-
Inferred resource of 0.4 and 29.5 million ounces of gold and silver,
respectively (37 million tonnes at an average grade of 0.37 g/t gold
and 24.6 g/t silver)
-
Significantly increases total landholdings in Blackwater area from
approximately 240km2 to approximately 670km2
"The consolidation of our interest in Blackwater and the addition of
Capoose further confirm our excitement about the future of the
Blackwater Project and surrounding area," stated Randall Oliphant, New
Gold Executive Chairman. "With Blackwater already having a significant
gold resource that should continue to grow and a land package now
totaling over 670km2, we are excited to move forward with continued exploration and
development in this area for many years to come."
New Gold continues to aggressively drill the Blackwater deposit with
nine drills now active at the site. The company plans to provide a
further update to the Blackwater mineral resource in February 2012. The
update will incorporate additional data for drilling completed between
the end of July and November 2011, representing approximately 70
additional holes totaling 20,450 metres since the September 2011
resource update.
As part of the Arrangement, for every three Silver Quest shares held,
Silver Quest shareholders received one common share in a new precious
metals-focused exploration company, Independence Gold Corp.
("Independence Gold"). New Gold holds 9.9% of the outstanding shares of
Independence Gold with the former Silver Quest shareholders holding the
remaining 90.1%. Independence Gold has approximately $15 million in
cash, sufficient to fund an aggressive two year exploration program.
The TSX Venture Exchange will disseminate a notice announcing the
delisting of the Silver Quest shares. Registered Silver Quest
shareholders should send their completed and executed letters of
transmittal and their Silver Quest share certificates to the
depository, Computershare Investor Services as soon as possible in
order to receive the consideration to which they are entitled under the
Arrangement. Non-registered Silver Quest shareholders who hold shares
through a broker or another intermediary should follow the instructions
provided to them by their broker or such other intermediary. A copy of
the letter of transmittal is available on SEDAR at www.sedar.com under the Silver Quest profile and at www.newgold.com.
New Gold intends to effect an amalgamation with its wholly-owned
subsidiaries Silver Quest Resources Ltd., Geo Minerals Ltd. and
Richfield Ventures Corp. effective January 1, 2012 ("Amalgamation").
Following completion of the Amalgamation, New Gold will be the direct
operator of the Blackwater Project.
About New Gold Inc.
New Gold is an intermediate gold mining company. The company has a
portfolio of three producing assets and three significant development
projects. The Mesquite Mine in the United States, the Cerro San Pedro
Mine in Mexico and Peak Gold Mines in Australia are expected to produce
between 380,000 and 400,000 ounces of gold in 2011. The fully-funded
New Afton project in Canada is scheduled to add further growth in 2012.
In addition, New Gold owns 30% of the world-class El Morro project
located in Chile and, in June 2011, New Gold acquired the exciting
Blackwater project in Canada. For further information on the company,
please visit www.newgold.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this news release, including any
information relating to New Gold's, Silver Quest's or Independence
Gold's future financial or operating performance may be deemed "forward
looking". All statements in this news release, other than statements of
historical fact, that address events or developments that New
Gold/Silver Quest expects to occur, are "forward-looking statements".
Forward-looking statements are statements that are not historical facts
and are generally, but not always, identified by the words "expects",
"does not expect", "plans", "anticipates", "does not anticipate",
"believes", "intends", "estimates", "projects", "potential",
"scheduled", "forecast", "budget" and similar expressions, or that
events or conditions "will", "would", "may", "could", "should" or
"might" occur. All such forward-looking statements are based on the
opinions and estimates of the relevant management as of the date such
statements are made and are subject to important risk factors and
uncertainties, many of which are beyond New Gold/Silver
Quest/Independence Gold's ability to control or predict.
Forward-looking statements are necessarily based on estimates and
assumptions (including that the business of Silver Quest will be
integrated successfully in the New Gold organization) that are
inherently subject to known and unknown risks, uncertainties and other
factors that may cause actual results, level of activity, performance
or achievements to be materially different from those expressed or
implied by such forward-looking statements. In the case of New Gold,
such factors include, without limitation: significant capital
requirements; fluctuations in the international currency markets and in
the rates of exchange of the currencies of Canada, the United States,
Australia, Mexico and Chile; price volatility in the spot and forward
markets for commodities; impact of any hedging activities, including
margin limits and margin calls; discrepancies between actual and
estimated production, between actual and estimated reserves and
resources and between actual and estimated metallurgical recoveries;
changes in national and local government legislation in Canada, the
United States, Australia, Mexico and Chile or any other country in
which New Gold currently or may in the future carry on business;
taxation; controls, regulations and political or economic developments
in the countries in which New Gold does or may carry on business; the
speculative nature of mineral exploration and development, including
the risks of obtaining and maintaining the validity and enforceability
of the necessary licenses and permits and complying with the permitting
requirements of each jurisdiction that New Gold operates, including,
but not limited to, Mexico, where New Gold is involved with ongoing
challenges relating to its environmental impact statement for the Cerro
San Pedro Mine; the lack of certainty with respect to the Mexican and
other foreign legal systems, which may not be immune from the influence
of political pressure, corruption or other factors that are
inconsistent with the rule of law; the uncertainties inherent to
current and future legal challenges the company is or may become a
party to, including the third party claim related to the El Morro
transaction with respect to New Gold's exercise of its right of first
refusal on the El Morro copper-gold project in Chile and its
partnership with Goldcorp Inc., which transaction and third party claim
were announced by New Gold in January 2010; diminishing quantities or
grades of reserves; competition; loss of key employees; additional
funding requirements; actual results of current exploration or
reclamation activities; changes in project parameters as plans continue
to be refined; accidents; labour disputes; defective title to mineral
claims or property or contests over claims to mineral properties. In
the case of Silver Quest, such risks include, among other risks, the
approvals of regulators, availability of funds, the results of
financing and exploration activities, the interpretation of drilling
results and geological data, project cost overruns or unanticipated
costs and expenses. In addition, there are risks and hazards associated
with the business of mineral exploration, development and mining,
including environmental hazards, industrial accidents, unusual or
unexpected formations, pressures, cave-ins, flooding and gold bullion
losses (and the risk of inadequate insurance or inability to obtain
insurance to cover these risks) as well as "Risk Factors" included in
New Gold's and Silver Quest's continuous disclosure documents filed on
and available at www.sedar.com. Forward-looking statements are not
guarantees of future performance, and actual results and future events
could materially differ from those anticipated in such statements. All
of the forward-looking statements contained in this news release are
qualified by these cautionary statements. New Gold/Silver
Quest/Independence Gold's expressly disclaims any intention or
obligation to update or revise any forward-looking statements, whether
as a result of new information, events or otherwise, except in
accordance with applicable securities laws.
Cautionary Note to U.S. Readers Concerning Estimates of Measured,
Indicated and Inferred Mineral Resources
Information concerning the properties and operations discussed herein
has been prepared in accordance with Canadian standards under
applicable Canadian securities laws, and may not be comparable to
similar information for United States companies. The terms "Mineral
Resource", "Measured Mineral Resource", "Indicated Mineral Resource"
and "Inferred Mineral Resource" used in this news release are Canadian
mining terms as defined in accordance with NI 43-101 under guidelines
set out in the Canadian Institute of Mining, Metallurgy and Petroleum
("CIM") Standards on Mineral Resources and Mineral Reserves adopted by
the CIM Council on December 11, 2005. While the terms "Mineral
Resource", "Measured Mineral Resource", "Indicated Mineral Resource"
and "Inferred Mineral Resource" are recognized and required by Canadian
regulations, they are not defined terms under standards of the United
States Securities and Exchange Commission. Under United States
standards, mineralization may not be classified as a "reserve" unless
the determination has been made that the mineralization could be
economically and legally produced or extracted at the time the reserve
calculation is made. As such, certain information contained in this
news release concerning descriptions of mineralization and resources
under Canadian standards is not comparable to similar information made
public by United States companies subject to the reporting and
disclosure requirements of the United States Securities and Exchange
Commission. An "Inferred Mineral Resource" has a great amount of
uncertainty as to its existence and as to its economic and legal
feasibility. It cannot be assumed that all or any part of an "Inferred
Mineral Resource" will ever be upgraded to a higher category. Under
Canadian rules, estimates of Inferred Mineral Resources may not form
the basis of feasibility or other economic studies. Readers are
cautioned not to assume that all or any part of Measured or Indicated
Resources will ever be converted into Mineral Reserves. Readers are
also cautioned not to assume that all or any part of an "Inferred
Mineral Resource" exists, or is economically or legally mineable. In
addition, the definitions of "Proven Mineral Reserves" and "Probable
Mineral Reserves" under CIM standards differ in certain respects from
the standards of the United States Securities and Exchange Commission.
Technical Information
The scientific and technical information in this news release has been
reviewed and approved by Mark Petersen, a Qualified Person under
National Instrument 43-101 and employee of New Gold. The Blackwater
mineral resource estimate was prepared by Mr. Ronald Simpson, P. Geo,
President of Geosim Services Inc., an independent Qualified Person
under National Instrument 43-101. See New Gold's news release dated
September 19, 2011 and the NI 43-101 technical report entitled
"Technical Report, Blackwater Gold Project dated November 2, 2011"
available on SEDAR, for details of key assumptions and parameters
relating to these resource estimates.
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 release.
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