Vancouver, British Columbia - Anfield Gold Corp. (“Anfield” or “Company”) (TSXV: ANF) announces that it has signed a share and debt purchase agreement with Serabi Gold PLC (“Serabi”), pursuant to which Serabi will acquire 100% of the issued share capital of Chapleau Resources Ltd (“Chapleau”), a wholly-owned subsidiary of Anfield, which holds the Coringa Gold Project. Serabi will also be acquiring certain intercompany debts of Anfield.
The total consideration for the acquisition amounts to US$22 million, subject to certain adjustments. Serabi will make an initial payment to Anfield on closing of US$5 million in cash. A further US$5 million in cash is payable within three months of closing and a final payment of US$12 million in cash will be due upon the earlier of first gold being produced from the Coringa Gold Project or 24 months from the date of closing.
The agreement is conditional on several items including: completion by Serabi of its due diligence; approval of the shareholders of Anfield and the TSX-V; and approval of Serabi’s secured lender, Sprott. Serabi has agreed, on closing, to grant Anfield, subject to the approval of Serabi’s secured lender and, if required, sub-ordinated to any security granted by Serabi to its secured lender, a pledge over the shares of Chapleau as security for the full and irrevocable payment of US$12 million.
Anfield plans to hold a shareholder meeting to approve the proposed transaction on December 19, 2017, and closing is anticipated to occur shortly thereafter. The planned vote to approve the proposed transaction will occur at the same shareholder meeting as the scheduled meeting to approve the previously announced business combination of Trek Mining Inc., NewCastle Gold Ltd. and Anfield.
|Anfield Gold Corp.
||For further information contact:
|Signed: “Marshall Koval”
||tel: + 604 646-1884
|Marshall Koval, Chairman & CEO
||fax: + 604 687-7041
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.
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by the use of words such as "conditions," "expected" or variations of such words and phrases. Forward looking statements or information in this press release include, but are not limited to, the timing for a shareholder vote and the anticipated closing of the transaction. In making the forward-looking statements in this release, Anfield has applied certain factors and assumptions that are based on information currently available to Anfield as well as Anfield's current beliefs and assumptions. Although Anfield considers these beliefs and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others: risks that the transaction with Serabi may not close, including for reasons beyond Anfield’s control; business and economic conditions in the mining industry generally; prices for commodities to be produced and changes in commodity prices; changes in interest and currency exchange rates; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and changes to business and economic conditions in the mining industry generally. Although Anfield has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Anfield does not undertake to update any forward-looking information, except in accordance with applicable securities laws.