Delgratia Corporate Update
VANCOUVER, BRITISH COLUMBIA--(BUSINESS WIRE)--April 10, 1997-- Delgratia Mining Corp
INTERCORPORATE HOLDINGS AND MANAGEMENT
Delgratia Mining Corp. wishes to address the inter-corporate relationships pertaining to the holding of its interest in the Nevada Project.
The mining properties comprising the Nevada Project are owned by Valley Gold Corp., a Nevada corporation, which is a wholly-owned subsidiary of Nevada Gold Corp., a British Virgin Islands corporation. Delgratia presently owns 40 percent of all of the outstanding shares of Nevada Gold Corp. and the remaining 60 percent of the shares are presently owned by Philgold Investments Inc., a BVI corporation. Fifty percent (50 percent) of the shares of Philgold Investments Inc. are owned by Dominion Explorers Inc., a BVI corporation (in which Dr. Charles A. Ager, Delgratia's Chairman and President, is President) which is owned indirectly by a discretionary trust in which Dr. Charles A. Ager's wife and three children are beneficiaries. As previously announced, Dr. Ager has disclaimed any direct or beneficial interest in the discretionary trust. The remaining 50 percent of the shares are owned by a party that is unrelated to Dr. Ager and his family.
Philgold Investments Inc. and Dr. Charles A. Ager have not sold any shares in Delgratia and have voluntarily agreed to enter into a lock-up and escrow agreement with Delgratia and a Canadian trust company ("lock-up agreement") under which they agree not to sell, transfer or otherwise assign until after Jan. 2, 1998 their current shareholdings in Delgratia and any other shares in Delgratia they may acquire up to Jan. 2, 1998. Philgold Investments Inc. and Dr. Ager have deposited or agreed to deposit in escrow with the Canadian trust company the share certificates representing such shareholdings on the basis that the share certificates will not be released from escrow until Jan. 2, 1998.
Delgratia has, under its Nov. 7, 1996 agreement (the "November 7th Agreement") with Philgold Investments Inc., a commitment to purchase an additional 10 percent and an option to acquire a further 20 percent, of the outstanding shares of Nevada Gold Corp., thereby bringing its aggregate share interest in Nevada Gold Corp. to 70 percent and reducing Philgold's share interest to 30 percent. In a news release dated March 19, 1997, Delgratia announced its intention to proceed to increase its shareholdings in Nevada Gold Corp. to 70 percent.
Prior to the consummation of the November 7th Agreement, Dr. Charles A. Ager (appointed President and Chairman of Delgratia on Nov. 25th, 1996), was President of each of Valley Gold Corp., Nevada Gold Corp. and Philgold Investments Inc. and a Director of Valley Gold Corp. and Philgold Investments Inc., all positions that he continues to hold.
Following the consummation of the November 7th Agreement and as contemplated by that agreement, Delgratia, although holding only a minority interest in Nevada Gold Corp., appointed certain of its officers and directors, who were unaffiliated with either Valley Gold Corp. or Nevada Gold Corp., to serve as directors and/or officers thereof. Accordingly, Messrs. Eric Lavarack (a Vice President and director of Delgratia) and David Manning (Delgratia's Controller) were appointed with (1) Mr. Geoff Courtnall (a subsequently elected director of Delgratia) to join Dr. Ager as directors of Valley Gold Corp. and (2) Mr. Patrick J. Furlong (a subsequently elected director of Delgratia) as directors of Nevada Gold Corp.
In addition, Lavarack is Chairman of each of Valley Gold Corp. and Nevada Gold Corp. and Manning is Secretary/Treasurer and Treasurer respectively of Valley Gold Corp. and Nevada Gold Corp. None of the directors or officers of Valley Gold Corp. and Nevada Gold Corp. receive any direct or indirect remuneration from their position as such directors and officers.
Cactus Mining Corp., a Nevada corporation wholly owned by Cactus Mining Group Inc., a B.C. company, wholly owned by Dr. Ager, provides technical services and staff to the Nevada Project on behalf of Delgratia at cost. Cactus Mining Corp. holds options to acquire 1,350,000 common shares of Delgratia at US$6.00 per share. Shares acquired pursuant to these options are subject to a lock-up agreement among Delgratia, Cactus Mining Corp. and a Canadian trust company until Jan. 2, 1998.
As previously announced, J. Terry Alexander (President and Director of Delgratia since September 1, 1991) resigned his positions with Delgratia on Nov. 25, 1996. On Jan. 13, 1997, Delgratia retained the services of Alexander on a non-exclusive basis, as requested and directed from time to time by the board of directors of Delgratia, for special project matters, including: corporate and operating matters in Nicaragua and Mexico, new property acquisition and corporate financing.
Alexander will provide these services in his capacity as a principal of Caulfeild Management Inc., a privately held resource finance and management services company, otherwise unaffiliated with Delgratia. The above was previously announced by Delgratia in its news releases dated Nov. 25, 1996 and Jan. 13, 1997.
Caulfeild Management's remuneration for such services is options to acquire up to 850,000 common shares of Delgratia at US$6.00 per share vesting at 106,500 shares per calendar quarter during the term of retention by Delgratia of Caulfeild Management's services. Shares acquired pursuant to these options are subject to a lock-up agreement among Delgratia, Caulfeild and a Canadian trust company until Jan. 2, 1998.
DELGRATIA'S EXPLORATION OBJECTIVES
The company confirms its decision, based on its corporate exploration objectives, as previously announced, that it intends to acquire and develop projects which, in the opinion of its technical team, manifest the potential to contain reserves exceeding 5 million ounces of gold and/or gold equivalents.
While further tests are needed to confirm the exact number of ounces in the company's Coco Mina and Nevada Projects, the company's management believes that sufficient data exists to support the company's view that both projects have the potential to meet the company's threshold, and, accordingly warrant further exploration.
In particular, at Coco Mina past exploration and metallurgical work by Rosario Resources, conducted during the 1970s, consisting of a series of 30 diamond drill holes, followed by bulk sampling from numerous underground adits, outlined a resource of 1.7 million ounces gold equivalent (gold and zinc) amenable to good recoveries using conventional flotation methods. On the Nevada Project, extensive geophysical, geological and geochemical work previously conducted, from 1991 to 1996, on the approximately 9,000 acre property has identified a gold anomalous area which is approximately 18,000 feet long and 1800-6,000 feet wide.
With respect to the Nevada Project, the company is engaged in a 75,000 foot drilling program consisting of approximately 75 holes. This drilling program is anticipated to last approximately eight months and is on schedule with the first four holes previously announced (Feb. 28, March 19 and March 21, 1997). The results from the first four drill holes are encouraging as they indicate gold values in the range of 1-3 grams/ton of gold over the entire length of each hole drilled. The company has the funding necessary to take both projects to an advanced stage.
Further drilling results, confirmed by independent labs, together with work by independent mining consultants, will be announced later today in a separate News Release.
CONTACT: Delgratia Mining Corp.
Investor Relations, 604/685-7933
or
Media Relations
Paula Toti, 614/771-6853 |
