VANCOUVER, BRITISH COLUMBIA December 8, 2022 – Torrent Gold Inc. (CSE: TGLD) (Frankfurt: RV0) (“Torrent” or the “Company”) is pleased to announce that, further to its July 6, 2022 news release, it has entered into an amended and restated definitive agreement (the “Amended Agreement”), dated September 19, 2022, with JMX, LLC, an arms-length private company (“Owner”) amending and restating the original definitive agreement entered into on June 28, 2022 to acquire the intermediate stage Jessup oxide gold-silver exploration project (the “Project”) in Churchill County, Nevada, USA (the “Transaction”). Also, pursuant to a notice of extension dated November 18, 2022 either party to the Amended Agreement may terminate the agreement by written notice to the other party if the Transaction has not closed by the earlier of January 27, 2023 and thirty (30) business days following the execution of the Adjacent Lands Agreement (as defined below).
The Project includes 163 unpatented lode claims totaling approximately 3,260 acres with a historic pit- constrained, measured and indicated resource of 17,041,500 tonnes containing 275,000 ounces (“oz”) gold (“Au”) at 0.501 grams per tonne (“gpt”) and 3,934,000 oz silver (“Ag”) at 7.2 gpt, and an inferred resource of 1,709,100 tonnes containing 25,000 oz Au at 0.455 gpt and 195,000 oz Ag at 3.5 gpt, described in ‘Technical Report for the Jessup Project, Jessup Mining District, Churchill County, Nevada dated effective April 27, 2018’, a Resource Development Associates technical report authored by Scott Wilson, SME-RM, CPG. The Company is not treating the Project resource estimates as current and has not completed sufficient work to classify these historical estimates as current mineral resources. While the Company is not treating these historical estimates as current, it does believe them to be indicative and the information may be of assistance to readers.
The Owner is currently engaged in discussions with a third party to acquire more than 3,000 acres of key adjacent lands and expects to enter into an agreement in 2023 (the “Adjacent Lands Agreement”) that may be transferred to the Company under terms of the Amended Agreement.
In accordance with the terms of the Transaction, as set out in the Amended Agreement, the consideration for the Project, payable to the Owner, is now as follows:
i. on the closing date of the Transaction (the “Closing Date”):
- $500,000 cash; and;
- 12.5% of the issued and outstanding common shares in the capital of the Company (the “Torrent Shares”) as constituted on the Closing Date, inclusive of the Torrent Shares to be issued to the Owner at Closing Date. Such Torrent Shares shall be subject to a restricted period whereby 50% of such Torrent Shares are released on the date that is 12 months and one day from issuance with the remainder to be released on the date that is six (6) months thereafter;
ii. on the date that is fourteen (14) months following the Closing Date:
- $500,000 in cash; and;
- The difference between 15% of the issued and outstanding Torrent shares as constituted on such date and the previous amount of Torrent Shares issued to the Owner;
iii. on the date that is twenty-six (26) months following the Closing Date:
- $1,000,000 in cash if the Owner or Torrent has entered into a joint venture or purchase agreement in respect of parcels of land and mineral rights adjacent to the Project that are controlled by third parties (the “Additional Acreage”), by the date that is twenty-six (26) months following the Closing Date. However, if by such date the Additional Acreage has not been acquired by either the Owner or Torrent, or has otherwise become the subject of a legally binding joint venture or purchase agreement with a 3rd Party in respect of the Additional Acreage, and Torrent elects to continue with the purchase, then a cash payment in an amount determined according to the following terms:
- If the ninety (90) day NYMEX moving average is then equal to or less than $1,799.99 per ounce of gold, a one-time cash payment of $250,000; or,
- If the ninety (90) day NYMEX moving average is then equal to or between $1,800.00 and $1,999.99 per ounce of gold, a one-time cash payment of $500,000; or,
- If the ninety (90) day NYMEX moving average is then equal to or greater than $2,000.00 per ounce of gold, a one-time cash payment of $1,000,000; and
- the difference between 17.5% of the issued and outstanding Torrent Shares as constituted on such date and the previous amount of Torrent Shares issued to the Owner; and
iv. on the date that is the earlier of the completion of the Technical Report (as defined below), or forty-two (42) months following the Closing Date, the difference between 19.99% of the issued and outstanding Torrent Shares as constituted on such date and the previous amount of Torrent Shares issued to the Owner.
After the Company has incurred a minimum of $6,000,000 of direct Project-related work expenditures comprising exploration and development, engineering, geological, management, modelling, technical support, core facilities and experts’ and advisors’ costs, the Company shall retain an independent technical consultant to prepare a technical report with respect to the Project (the “Technical Report”).
Upon completion of the Technical Report, the Owner is entitled to a bonus payment in an amount equal to $15.00 multiplied by each AuEq exceeding 450,000 AuEq, up to $7,000,000.
Torrent has also agreed to grant the Owner nomination rights to nominate one person for appointment to the board of directors of Torrent.
In connection with completion of the Transaction, the Company intends to undertake a non-brokered private placement (the “Concurrent Financing”) to raise gross proceeds of up to $3,000,000, the terms of which will be determined in the context of the market. Further information regarding the Concurrent Financing, including the final terms, will be announced in a subsequent news release.
No finders’ fees or commissions are payable in connection with the Transaction, although finders’ fees may be paid in connection with the Concurrent Financing.
The Transaction will constitute a “Fundamental Change” under the policies of the Canadian Securities Exchange (the “CSE”). As a result, in accordance with CSE policies, trading in the securities of the Company is currently halted and is expected to remain as such until the Company has filed all requisite materials and satisfied all applicable approvals under CSE policies.
Completion of the Transaction is expected to occur no later than January 27, 2023, and remains subject to a number of conditions, including the completion of satisfactory due diligence, the negotiation and finalization of definitive documentation, completion of the Concurrent Financing, receipt of any required regulatory and third-party consents, approval of the CSE, and the satisfaction of other customary closing conditions. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Further information regarding the Transaction will be made available in due course. The Company has commissioned a geological report on the Project, in accordance with National Instrument 43-101 – Standards of Disclosure for Minerals Projects. Readers are encouraged to review the listing statement which will be prepared by the Company in connection with the Transaction along with a copy of the geological report on the Project, both of which will be made available under the Company’s profile on SEDAR (www.sedar.com).
Glen Peter Parsley, P. Geo. is a qualified person for the purposes of National Instrument 43-101 and has reviewed and approved the technical content in this news release.
About Torrent Gold Inc.
Torrent Gold is a mineral exploration company founded with the express purpose of acquiring and exploring mineral properties during the current resource commodity cycle. Torrent is exploring its grassroots Clover Mountain gold property in Idaho as well as six early-stage gold exploration projects in Nevada and Utah acquired from Liberty Gold. The Company has a Boise, Idaho based technical team that is well positioned to conduct exploration in Idaho, Nevada, and Utah.
ON BEHALF OF THE BOARD OF DIRECTORS
President and Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
President, Chief Executive Officer and Director Torrent Gold Inc.
1307 S. Colorado Ave.
Boise, Idaho 83706
Torrent Gold Inc.
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Information
This news release contains certain “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities legislation as may be amended from time to time, including, without limitation, statements regarding the perceived merit of the Project, the terms and conditions of the proposed Transaction, potential quantity and/or grade of minerals, the potential size of the mineralized zone, metallurgical recoveries, the completion of the Concurrent Financing and the Transaction and satisfaction of any obligations thereunder, the requisite approvals with respect to the Transaction being obtained and the entering into of the Adjacent Lands Agreement. Forward-looking statements are statements that are not historical facts which address events, results, outcomes or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding the price of gold and silver; the accuracy of mineral resource estimations; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained, including concession renewals and permitting; that political and legal developments will be consistent with current expectations; that currency and exchange rates will be consistent with current levels; and that there will be no significant disruptions affecting the Company or its properties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: risks related to uncertainties inherent in the preparation of mineral resource estimates, including but not limited to changes to the cost assumptions, variations in quantity of mineralized material, grade or recovery rates, changes to geotechnical or hydrogeological considerations, failure of plant, equipment or processes, changes to availability of power or the power rates, ability to maintain social license, changes to interest or tax rates, changes in project parameters, delays and costs inherent to consulting and accommodating rights of local communities, environmental risks, title risks, including concession renewal, commodity price and exchange rate fluctuations, risks relating to COVID-19, the ongoing war in the Ukraine, delays in or failure to receive access agreements or amended permits, risks inherent in the estimation of mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses, as well as those risk factors discussed in the Company’s most recently filed management’s discussion and analysis, available on www.sedar.com. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.