🕐08.08.11 - 22:54 Uhr
NEXT GEN METALS INC. ACQUIRES OPTION TO 60% OF THE DESTINY GOLD PROJECT, QUÉBEC
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Re: News Releases - Monday, August 08, 2011
NEXT GEN METALS INC.
ACQUIRES OPTION TO 60% OF THE DESTINY GOLD
PROJECT, QUBEC
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Next Gen Metals Inc.
(TSX.V:N) ("Next Gen" or the "Company") is pleased
to announce that subject to regulatory and shareholder approvals, it
has entered into a letter agreement ("LA") with Pacific North West
Capital Corp.
("PFN") (TSX:PFN, OTCQX:PAWEF, FSE:P7J) whereby Next Gen
has been granted an option ("Option") to acquire PFNs 60% earn-in
option interest ("Option Interest") in the Destiny Gold project located
in the Abitibi-Tmiscamingue region of Qubec, which option interest
was granted to PFN pursuant to an agreement with Alto Ventures Ltd.
("Alto") (TSX.V:ATV) dated July 28, 2009.
Next Gen management believes it has identified a property of merit in
the Destiny Gold Project.
The Destiny Gold Project is an NI 43-101
compliant resource estimate (see PFNs news release dated March 7,
2011).
By acquiring a project with a significant gold resource
identified and with exploration potential for further increasing the
resource, the Company will be well-positioned to take advantage of a
rising gold market and investor interest.
The project has a strong
history of funding and a multi-phase exploration program is currently
underway (see PFNs news release dated July 19, 2011).
The project is
located nearby Next Gens Fate Gold Project in the
Abitibi-Temiscamingue region of Qubec which is a highly favourable
mining jurisdiction.
Alto is a highly experienced explorer and operator
and Next Gen will benefit from the historical money and time spent by
both Alto and PFN on the Destiny Gold Project.
Under the terms of the LA, PFN will grant to Next Gen an irrevocable
right and option to acquire all right, title and interest of PFN in and
to the Option Interest in the Destiny Gold Project, for an aggregate
purchase price of (i) a total of $675,000 in cash; (ii) 15,000,000 Next
Gen common shares ("Shares"); and (iii) 4,000,000 Next Gen share
purchase warrants ("Warrants") exercisable into 4,000,000 common shares
of Next Gen at varying prices for four years from the date of issuance;
all of which is due as follows:
Cash: Next Gen paid $50,000 to PFN on signing the LA and will make the
cash payments to PFN in tranches of: (i) $75,000 on or before the first
anniversary of the LA; (ii) $200,000 on or before the second
anniversary of the LA; and (iii) $350,000 on or before the third
anniversary of the LA.
Next Gen Shares: The 15,000,000 Shares of Next Gen will be issued to
PFN as fully paid and non-assessable common shares, in tranches, as to:
(i) 4,550,000 Shares upon Next Gens delivery to PFN of a notice of
commencement of the Option no later than November 15, 2011; (ii)
5,225,000 Shares on or before the first anniversary of the LA; and
(iii) 5,225,000 Shares on or before the second anniversary of the LA.
Warrants: The 4,000,000 Warrants to PFN shall be issued to PFN upon
Next Gens delivery to PFN of a notice of commencement of the Option no
later than November 15, 2011, which Warrants are exercisable as
follows: (i) 1,000,000 Warrants are exercisable at $0.25 per share;
(ii) 1,000,000 Warrants are exercisable at $0.30 per share; (iii)
1,000,000 Warrants are exercisable at $0.35 per share; and (iv)
1,000,000 Warrants are exercisable at $0.50 per share.
In addition to the cash, Shares and Warrants payable by Next Gen, Next
Gen shall also be responsible for all remaining cash payments and
exploration expenditures due to be paid or incurred, as the case may
be, under PFNs agreement with Alto, along with any costs and
expenditures associated with any resultant joint venture that arises
between Next Gen and Alto.
PFN will continue to be responsible for
issuances of common shares to Alto under its agreement with Alto until
the date of exercise of the option and the transfer and registration of
the option interest from PFN to Next Gen in accordance with the terms
of the LA.
Under the terms of the initial option agreement between Alto and PFN,
PFN would earn a 60% interest in the Destiny Gold Project by paying to
Alto $200,000 in cash (of which $50,000 has been paid); issuing to Alto
an aggregate of 250,000 common shares of PFN (of which 75,000 common
shares have been issued); and incurring an aggregate of $3,500,000 in
exploration expenditures over a four-year period (of which $1,355,311
has been incurred).
Subsequent to the vesting of its Option Interest,
PFN would form a joint venture with Alto to further develop the Destiny
Gold Project.
Certain claims comprising the property are subject to
underlying net smelter return royalties ranging from 1% to 3.5%, with
varying buy-back provisions.
The Option is subject to expiration, if not exercised on or before
November 15, 2011, and to termination upon the occurrence of certain
events of default by Next Gen or by PFN in the sole discretion of the
non-defaulting party, as set out in the LA.
Events of default include
failure to make any payment or issue any Shares or Warrants when due;
failure to deliver a notice of option commencement on or before
November 15, 2011; failure by PFN to perform any term, covenant or
condition of the initial option agreement with Alto; and failure to
perform any material term, covenant or condition of the LA.
All events
of default are fully described in the LA, which has been filed by Next
Gen on SEDAR and may be accessed at www.sedar.com.
As Harry Barr, the President, CEO and a director of Next Gen is also
the President, CEO and a director of PFN; Linda Holmes, the Corporate
Secretary and a director of Next Gen, is also the Corporate Secretary
and a director of PFN; John Londry, a director of Next Gen, is also a
director of PFN, and John Oness is Vice President, Corporate Business
Development for both Next Gen and PFN, this transaction is considered
to be a non-arms length transaction under TSX Venture Exchange
policies.
Messrs.
Barr, Londry and Oness, and Ms Holmes, collectively
hold, directly or indirectly, an aggregate of 3,499,338 common shares
of Next Gen, representing 16.28% of the outstanding common shares of
Next Gen.
PFN currently owns 1,216,667 common shares of Next Gen,
representing 5.66% of the outstanding common shares of Next Gen.
This
transaction requires the majority of minority shareholder approval.
The
common shares of Next Gen held by Messrs.
Barr, Londry and Oness, Ms.
Holmes and PFN are not eligible to vote with respect to this
transaction.
This transaction is subject to approval by the TSX Venture Exchange and
the Toronto Stock Exchange, as well as by the shareholders of Next Gen
and of PFN at the annual general and special meeting to be held by each
of Next Gen and PFN, respectively, on September 7, 2011.
Provided such
approvals are obtained and the transaction closes, Next Gen plans to
fund an aggressive multi-phase drill exploration program beginning in
early November 2011 with the objective of expanding the known resource.
About Next Gen Metals Inc.
Next Gen is a mineral exploration company whose current focus is on
silver, gold and base metals projects in North America.
The Company is
presently developing the Silver Chalice Project, located in Alaska, and
the Fate Gold Project located in the Abitibi Greenstone Belt of
Northwest Qubec, which is one of the most famous gold and base metals
regions in the world.
In addition, the Company is aggressively
negotiating for additional advanced-stage silver, gold and base metal
projects on an international scale.
Next Gen is the newest company to join the International Metals Group.
The Board of Directors is comprised in part with directors from other
companies within the International Metals Group ("IMG")
(www.internationalmetalsgroup.com) who, along with management, have a
combined 150 years or more of experience in all aspects of managing
public companies related to the resource industry.
For further information in regards to Next Gen Metals, please visit our
website at www.nextgenmetalsinc.com
On behalf of the Board of Directors
"Harry Barr"
Harry Barr
President & CEO
Next Gen Metals Inc.
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.
Note: this release contains forward-looking statements that involve
risks and uncertainties.
These statements may differ materially from
actual future events or results and are based on current expectations
or beliefs.
For this purpose, statements of historical fact may be
deemed to be forward-looking statements.
In addition, forward-looking
statements include statements in which the Company uses words such as
"continue", "efforts", "expect", "believe", "anticipate", "confident",
"intend", "strategy", "plan", "will", "estimate", "project", "goal",
"target", "prospects", "optimistic" or similar expressions.
These
statements by their nature involve risks and uncertainties, and actual
results may differ materially depending on a variety of important
factors, including, among others, the Companys ability and
continuation of efforts to timely and completely make available
adequate current public information, additional or different regulatory
and legal requirements and restrictions that may be imposed, and other
factors as may be discussed in the documents filed by the Company on
SEDAR (www.sedar.com), including the most recent reports that identify
important risk factors that could cause actual results to differ from
those contained in the forward-looking statements.
The Company does
not undertake any obligation to review or confirm analysts
expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
Investors should not place undue reliance on forward-looking
statements.
Except as required by law, the Company undertakes no obligation to
update any forward-looking statements.
Click on the hyperlink below to unsubscribe to Next Gens email list:
mailto:?subject=UNSUBSCRIBE_NEXTGENMETALSINC.
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Copyright (c) 2011 NEXT GEN METALS INC.
(TSX.V:N) All rights reserved.
For more information visit our website at
http://www.nextgenmetalsinc.com/ or send
mailto:
Message sent on Mon Aug 8, 2011 at 1:14:13 PM Pacific Time
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