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CKG 2010-03-04 (provided courtesy of Marketwire.)
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Chesapeake Gold Corp. Agrees to Sell Its Talapoosa and La Cecilia Gold-Silver Projects to Christopher James Gold Corp. in Exchange for a Controlling Interest in Christ
VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 4, 2010) - Chesapeake Gold
Corp. ("Chesapeake") (TSX VENTURE:CKG) and Christopher James Gold Corp.
("Christopher James") (TSX VENTURE:CJG) are pleased to announce that a
letter of intent has been signed today (March 4, 2010) for the proposed
acquisition by Christopher James of Chesapeake's Talapoosa gold-silver
property ("Talapoosa") located in Nevada and the La Cecilia gold-silver
property ("La Cecilia") located in Sonora State, Mexico.
Pursuant to the terms of the letter of intent, Christopher James will
acquire all of the issued shares of Chesapeake's wholly-owned subsidiary,
American Gold Capital Corporation (which indirectly holds the Talapoosa
property) and La Cecilia from Chesapeake's Mexican subsidiary, Minerales El
Prado S.A. de C.V. Concurrent with the closing of the proposed transaction,
the shares of Christopher James, subject to shareholder approval, will be
consolidated on a 10:1 basis resulting in 5,524,475 post-consolidation
shares ("Shares") (6,161,975 Shares fully-diluted) being issued to the
existing shareholders of Christopher James. If the proposed transaction
with Chesapeake is approved, Christopher James will change its name to
Gunpoint Exploration Ltd. and issue 18,485,924 post-consolidation shares to
Chesapeake, representing approximately 75% of the outstanding shares of
Christopher James on a fully diluted basis. The proposed transaction is an
arm's length transaction and will constitute a reverse takeover of
Christopher James as defined by the policies of the TSX Venture Exchange.
Christopher James is a Canadian mineral exploration company with a large
portfolio of gold projects in Nevada and British Columbia. The Company has
experienced technical management and over $1,500,000 in treasury to pursue
its gold exploration properties. The acquisition of the Talapoosa and La
Cecilia properties will strengthen and complement Christopher James'
recently optioned pipeline of Nevada gold exploration projects.
The Talapoosa project is a low-sulphidation stockwork/breccia hosted
epithermal gold-silver deposit. Extensive exploration and development work
has been completed including 71,000 meters of drilling along with
metallurgical test work and environmental studies. In 1996 Miramar Mining
Corporation cited a measured and indicated resource of 42.7 million tons of
0.025 opt gold (1.06 million ounces) and 0.34 opt silver (14.5 million
ounces). This estimate is historical, predates National Instrument 43-101
and should not be relied upon for purposes of current classification. In
addition to this historical resource, Chesapeake has identified two
high-priority exploration targets on the Talapoosa property:
- Approximately 5 kilometers of potentially mineralized structure,
associated with extensive hydrothermal alteration and outcropping
hydrothermal breccias bodies containing epithermal vein fragments
(presumably derived from underlying epithermal veins).
- Indications of a potentially higher-grade feeder structure beneath the
existing resource at Talapoosa.
La Cecilia is a classic low sulfidation, epithermal gold-silver system
associated with a rhyolite dome complex. The gold-silver mineralization
occurs as a series of high grade vein structures over 1000 meters of strike
and as lower grade, broad zone of stockwork veinlets both surrounding the
veins and following the breccias within rhyolite domes. Three meter channel
samples up to 5.6 g/t gold and 26 g/t silver and local high grade samples
up to 53 g/t gold and 1128 g/t silver were collected across the dome
complex. In 1995 Cambior Inc. conducted a shallow drill program and results
include 30 meters grading 1.4 g/t gold and 42 meters grading 0.5 g/t gold.
Surface work carried out by Chesapeake identified a new prospective area on
the northern side of the dome with a channel cut returning 119 meters of
0.9 g/t gold including 2.3 g/t gold over 30 meters. The Cambior drill holes
were orientated to test the stockwork vein zones and consequently were
drilled sub-parallel to the vein structures. Initial exploration work will
focus on better defining the orientation and extent of outcropping zones of
mineralization in preparation for a drill program.
Max Baker, President and CEO of Christopher James, commented, "The
acquisition of Talapoosa gives the company a tangible asset base and a
project which can be rapidly advanced to pre-feasibility. The associated
high-priority exploration targets have the potential to turn Talapoosa into
a major asset, and this objective will be the initial focus of our work at
Talapoosa. Meanwhile, we will push aggressively ahead with the exploration
on our existing earn-in joint venture agreements with AuEx Ventures Inc.
and Fortune River Resource Corp which management believes have significant
potential. The acquisition of La Cecilia gives us the opportunity to
fast-track a promising near surface oxide gold prospect in Mexico as well."
Management of Chesapeake believes that the value of its Talapoosa and La
Cecilia projects are not recognized in the market nor reflected in its
share price. By vending these projects, management of Chesapeake believes
the value of these assets for its shareholders will be realized. Chesapeake
looks forward to being a major shareholder and supporter of Gunpoint
Exploration with Talapoosa and La Cecilia as principal assets together with
the opportunity of grassroots exploration leading to a potential new
discovery.
The Directors of both Chesapeake and Christopher James have approved the
letter of intent. Pursuant to the letter of intent, Chesapeake has agreed
not to solicit third party interests in American Gold Capital Corporation
or in the Talapoosa and La Cecilia properties and Christopher James has
agreed to keep Chesapeake fully informed of any material changes to
Christopher James.
The proposed transaction is subject to execution of a definitive agreement
by March 31, 2010, regulatory approval including the TSX Venture Exchange,
the approval of Christopher James' shareholders, and other conditions.
Subject to the satisfaction of these conditions, the transaction is
expected to be completed by June 30, 2010 or such later date as may be
agreed by the parties.
Completion of the transaction is subject to a number of conditions,
including Exchange acceptance and disinterested shareholder approval. The
transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed
as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular to be prepared in connection with the transaction, any
information released or received with respect to this transaction may not
be accurate or complete and should not be relied upon. Trading in the
securities of Christopher James should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents
of this press release.
Mr. Gary A. Parkison, Project Manager is a Qualified Person for Chesapeake
Gold Corp. as defined by NI 43-101 and has reviewed the technical
information contained in this release.
E. Max Baker B.Sc.(Hons) PhD, Member AustIMM is the Qualified Person as
defined by National Instrument 43-101 for Christopher James Gold Corp.,and
has reviewed the technical information contained in this release.
Forward-Looking Statements:
All statements above that address activities, events or developments that
either Chesapeake or Christopher James believes, expects or anticipates
will or may occur in the future (including, without limitation, statements
relating to completion of the transaction, funding availability,
anticipated exploration results, resource estimates, and future exploration
and operating plans) are forward-looking statements. These forward-looking
statements reflect the current expectations or beliefs of the two companies
based on information currently available to the companies. Forward-looking
statements are subject to a number of risks and uncertainties that may
cause the actual results of the two companies to differ materially from
those discussed in the forward-looking statements and, even if such actual
results are realized or substantially realized, there can be no assurance
that they will have the expected consequences to, or effects on, the two
companies. Factors that could cause actual results or events to differ
materially from current expectations include, among other things,
uncertainties relating to completion of the transaction, the availability
and cost of funds, timing and content of work programs, results of
exploration activities, interpretation of drilling results and other
geological data, future metals prices, reliability of mineral property
titles, changes to regulations affecting activities, delays in obtaining or
failure to obtain required project approvals, operational and
infrastructure risks, and other risks involved in the mining and
exploration business. Although Chesapeake and Christopher James believe
that the assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such
statements due to their inherent uncertainty.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Chesapeake Gold Corp.
P. Randy Reifel
President
604-731-1094
www.chesapeakegold.com
or
Christopher James Gold Corp.
Dr. E. Max Baker
President
604-408-8829
www.christopherjamesgold.com
Neither 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. |
