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Corporate News

Vangold appoints three directors, closes financings

Mr. Cameron King reports

VANGOLD APPOINTS NEW MEMBERS TO BOARD OF DIRECTORS

Vangold Resources Ltd. has appointed Mark Ashley, Hernan Dorado and Cameron Scott King to the board of directors of Vangold.

Mr. Ashley is a successful resource executive with over 30 years of experience in asset selection and optimizing mining properties for production. Vangold will be relying on Mr. Ashley to bring his in-depth knowledge of the technical, commercial and financial aspects to the development of the El Pinguico mine. As chief executive officer of LionOre Mining International, Mr. Ashley led the successful takeover by Norilsk Nickel in 2007 for $6-billion. Mr. Ashley has held senior executive roles in several internationally listed entities, including Normandy Mining, Cluff Resources, Kagara Zinc and Apex Minerals. He was also a director of the Australian Gold Council, the World Gold Council and a council member for Curtin University (in Western Australia). Mr. Ashley has significant international corporate finance experience in the mining and resource sector, and has worked in China, Turkey, United Kingdom and Australia. Mr. Ashley is a registered FCMA and graduate of Emile Woolf University, London.

Mr. Dorado is a fifth-generation mining engineer and possesses 15 years of underground and open-pit mining experience. He has in-depth and local knowledge of the El Pinguico mine and the surrounding geological formation. Mr. Dorado has worked with several world-class producers on major projects, such as New Gold at Peak mine, Australia, and Rainy River, Canada; and Panamerican Silver at Navidad, Argentina, and La Preciosa, Mexico. His experience at the various stages of mining, prefeasibility, feasibility, construction and operations bring considerable value to Vangold. Mr. Dorado graduated as a mining engineer from Universidad de Guanajuato in 2003, received an executive MBA from Escuela Europea de Negocios, Salamanca, in 2013, and is a member of the Mineral and Metallurgical Society of America (MMSA).

In addition, Vangold has appointed Mr. King as a director and Vangold’s new president and CEO. Mr. King brings over 25 years of experience in investment banking strategy, mergers and acquisitions, and building corporate development relationships. Mr. King was a member of the corporate banking team with Bank of Nova Scotia, specializing in M&A, and senior vice-president, mid-market finance, with Jendens Financial, London, U.K. Throughout Mr. King’s career, he has held director positions with Petro Novus AG, Endeavor Energy, Quest Oil and Holloman Energy Corp. Mr. King founded the mining engineering firm Camline Mining Wear Technologies Ltd. in 1994, specializing in mineral processing, operations and efficiencies. Mr. King obtained his MBA in 1991 from Lake Superior State University, Michigan, and holds a degree in chemical engineering and bachelor of commerce from McMaster University.

Dal Brynelsen has stepped down as president and CEO, but will remain as a director and chairman of the board. Vangold is extremely grateful for his almost 30 years of dedication to Vangold, and will continue to rely on Mr. Brynelsen’s guidance, experience and success. Mr. Brynelsen is a founding director of Griffin Mining Ltd., which is one of the few Western mining companies operating China.

Keith Anderson has also resigned as director of the company. Vangold would like to thank Mr. Anderson for his continued support and wishes him the very best in his future endeavours.

Vangold closes non-brokered private placements

The company has closed the final tranche of its $500,000 non-brokered private placement of five-cent units (see news release dated Dec. 13, 2016) and its $500,000 non-brokered private placement of nine-cent units (see news release dated Feb. 23, 2017).

The final tranche of the five-cent-unit placement consisted of 3.5 million units at a price of five cents per unit for gross proceeds of $175,000. The securities issued in the final tranche have a hold period expiring Aug. 25, 2017.

The nine-cent-unit placement consisted of 5,555,556 units at a price of nine cents per unit for gross proceeds of $500,000. Finders’ fees were paid in the amount of $10,500 and 116,667 finder warrants. All securities issued in the nine-cent-unit placement have a hold period expiring Aug. 25, 2017.

We seek Safe Harbor.

Vangold Resources arranges $500,000 private placement

Mr. Dal Brynelsen reports

VANGOLD ANNOUNCES FURTHER PRIVATE PLACEMENT AND DEBT SETTLEMENT

Vangold Resources Ltd., further to its previously announced non-brokered private placement of 10 million units at a price of five cents per unit to raise gross proceeds of $500,000, will undertake a concurrent non-brokered private placement of 7,142,858 units at a price of seven cents per unit to raise up to an additional $500,000. Each unit will comprise one common share and one non-transferable share purchase warrant entitling the holder to purchase one common share of the company at a price of 25 cents for a period of 36 months after closing subject to accelerated expiry if, at any time after four months and one day after closing, the company’s common shares trade on the exchange at 50 cents or more for 10 consecutive trading days. The company expects to close the first placement in short order. The proceeds of the first placement and second placement will be used for general working capital, including the investigation of further property acquisitions, and to finance property exploration and development activities. Finders’ fees may be paid on a portion of the first placement and second placement.

The company also intends to settle approximately $291,248 in outstanding shareholder loans and other liabilities through the issuance of 4,160,686 shares at a price of seven cents per share. The completion of the first placement, second placement and debt settlement, and the payment of any finders’ fees on the placements, remain subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the first placement, second placement and debt settlement will be subject to a hold period of four months and one day after closing.

We seek Safe Harbor.

VanGold Signs Agreement for 100% Interest In Historic El Pinguico Mine

Vancouver, B.C. / TheNewswire / January 5, 2017 — Vangold Resources Ltd. (TSXV:VAN; “Vangold” or the “Company”) is pleased to announce that it has entered into an asset acquisition agreement made effective December 16, 2016, with Exploraciones Mineras Del Bajio SA de CV (“EMDB”) to acquire a 100% interest in the El Pinguico property (the “Property”).  The Property consists of two mining concessions covering 71 hectares, located approximately 5km southeast of the City of Guanajuato in Guanajuato State, Mexico, and contains the historic El Pinguico-Carmen silver-gold mine.  The acquisition is at arm’s length.

The historic El Pinguico Mine is on strike with the Veta Madre (Mother Lode), and is located approximately 4.5 km from Endeavor Silver’s El Cubo mine and 2.5 km from Mina Las Torres, Fresnillo.  The Property has excellent access routes, communications, basic mining infrastructure and proximity to processing plants.  In 2012, the Mexican Geological Service (SGM) estimated the presence of 320,000 mt of broken mineralized rock underground with an average grade of 1.66 g/t Au and 167 g/t Ag (the “Stockpile”) – see also Table of sampling results below 1. EMDB has been conducting a geological assessment of the historic mine with the aim of bringing it back into production and liberating the Stockpile.  

Under the terms of the agreement, Vangold will pay US$20,000 on execution, US$30,000 on receipt of TSXV approval, issue 5,000,000 common shares on closing, and make a final payment of US$50,000 on the date that is six months after TSXV approval.  Vangold has further granted EMDB royalties equal to (i) 4% NSR and 15% NPI on minerals recovered from the Stockpile; and (ii) 3% NSR (of which Vangold can repurchase one-third (ie. 1% NSR interest) for US$1,000,000) and 5% NPI on all newly mined mineralization.  In connection with the acquisition, Vangold has agreed to pay a finder fee equal to 10% of the acquisition value up to $300,000 and 7.5% of the acquisition value in excess of $300,000.  The agreement and payment of the finder fee remain subject to a number of conditions, including the approval of the TSX Venture Exchange.  All securities issued will be subject to a four month hold period.

Guanajuato State; El Pinguico Mine

Guanajuato Mining District is considered to be one of the top three historic silver mining districts in Mexico, having produced an estimated 1 to 1.2 billion oz silver and 5 to 6 million oz gold [General Direction of Mining Development].  At their peak during the 1700’s, the silver mines of Guanajuato were thought to be the largest and richest silver mines in the world.  

The historic El Pinguico mine was one of the richest gold and silver mines at the beginning of the 20th Century.  It was operated by The Pinguico Mines Company with grades over 50 g/t Au and 700 g/t Ag [1].  First put into production in 1890, the historic El Pinguico Mine was in full production by 1906 (approximately 250 tpd), one of the largest in its day [1].  The mineralization is a classic, low sulfidation epithermal vein system, consisting of disseminations and fracture-fillings of pyrite, pyrargygrite, polybasite and electrum in quartz-calcite veins ranging from 1 to 30 metres thick but averaging 2 to 3 m wide.  Multiple historic mineralized zones (now stopes) formed steep-plunging shoots 100 to 500 m long that were mined down to depths of 200 to 600 m [Prof. Robert T. Hill, 1910, Report upon the Properties of The Pinguico Mines Company, The Securities Corporation Ltd. NY, NY].

The following table shows the sampling done by the SGM in 2012.  A qualified person  has not verified the sampling data, as the original samples were unavailable and new samples will need to be obtained.  Although this work was not performed under NI 43-101 and not tested in a certified laboratory, there is considerable exploration potential at the historict El Pingüico mine.  Further work is required in these areas, including sampling and mapping.

Vangold intends to commission a 43-101 report to establish a work program and budget for the Property, which is expected to include data compilation, mapping and sampling.  The results of this work will be used to outline priority targets to be tested by a phase two, with further mapping and sampling continuing during phase two.

Dal Brynelsen, CEO, states “We are extremely pleased with the opportunity represented by the historic El Pinguico mine.  The location and historical reports show significant promise.  We are looking forward to a more detailed and systematic exploration of the Property and its potential.”

The Company also reports that Ms. Anna Serin has resigned from the office of Corporate Secretary.  The Company would like to thank Ms. Serin for her years of devoted service, and wishes her well in her future endeavours.

On behalf of the Board Directors

Dal Brynelsen
Chief Executive Officer

For more information, refer the Company website at www.vangold.ca and please contact:

Corporate Finance
604.499.6545
info@vangold.ca

The disclosure of scientific or technical information regarding the Property in this news release has been reviewed and approved by Mr. Carlos Cham, P.Eng., CPG, who is considered an independent qualified person under National Instrument 43-101.  Mr. Cham received a Bachelors of Geologist Engineering from the Universidad Autónoma de San Luis Potosí in 2003, and has also completed an MBA (specializing in finance) from the Universidad Tec Milenio and a Diploma in Mining and Environment from the University Miguel de Cervantes.  Mr. Cham has 13 years experience working as a geologist or geologist engineer, including exploration on several precious and base metal projects in Mexico, and is a Certified Professional Geologist (exploration) of the American Institute of Professional Geologists as well as a member of the Asociación de Ingenieros de Minas, Metalurgistas y Geólogos de México.

Neither the TSX Venture Exchange nor its Regulations 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.

This news release contains forward-looking statements.  Any statements that are not historical fact are to be considered forward-looking statements.  Forward-looking statements cannot be guaranteed and involve assumptions and are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.  Readers are advised to rely on their own evaluation of such risks and uncertainties and not place undue reliance upon forward-looking statements.  Any forward-looking statements herein are made as of the date hereof, and the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information and statements except as required by applicable laws.

1 SGM, 2012, Certificacion de Reservas Mineral Quebrado en la mina “El Carmen-El Pinguico” Municipio de Guanajuato, Gto.  The SGM estimate is considered a historical estimate and was not prepared pursuant to CIM definitions for mineral resources.  Vangold has not conducted an independent review of the data and methodology employed, but believes the estimate is reliable as SGM is an agency of the Mexican government.  The SGM estimate assumes:

-specific weight: 1.4 ton/m3

-area of vertical influence is considered zero (0) because it is a lying mineral and is not in situ

-abundance factor: 35%

-in the calculation of the metric tonnage, area and volume based on the average length of the trenches (width of the recess)

Vangold is not aware of any more recent estimates or data regarding the Stockpile.  In order to verify the historical estimates, additional sampling and mapping will be required.  A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves, and Vangold is not treating the historical estimate as current mineral resources or reserves.

Vangold Resources Ltd. announces nonbrokered private placement

$500,000 PRIVATE PLACEMENT

Vancouver,BC – Vangold Resources Ltd. (TSXV: VAN, the “Company”) is pleased to announce a non-brokered private placement (the “Offering”) of up to 10,000,000 units (the “Units”) at a price of $0.05 per Unit to raise gross proceeds of up to $500,000. Each Unit will be comprised of one common share (the “Shares”) and one non-transferable share purchase warrant (the “Warrants”), each entitling the holder to purchase one common share of the Company at a price of $0.25 for a period of 36 months after closing subject to accelerated expiry if, at any time after four months and one day after closing, the Company’s common shares trade on the Exchange at $0.50 or more for ten consecutive trading days. The securities issued will be subject to a hold period of four months and one day after closing.

The proceeds of the offering will be used to fund exploration and development activities and general working capital, including reviewing potential property acquisitions. Finder’s fees may be paid on a portion of this Offering. The completion of the Offering and the payment of any finder’s fees remains subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

For more information, please contact:
Dal Brynelsen
604.830.4458
brynelsen@vangold.ca
-or-
Corporate Development
604.499.6545

Neither the TSX Venture Exchange nor its Regulations 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.
This news release contains forward-looking statements. Any statements that are not historical fact are to be considered forward-looking statements. Forward-looking statements cannot be guaranteed and involve assumptions and are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and not place undue reliance upon forward-looking statements. Any forward-looking statements herein are made as of the date hereof, and the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information and statements except as required by applicable laws.