PMD and LLL merger
Lyon Lake Mines Acquires Cerro Crucitas From Placer Dome and Merges With Palmer Resources
MONTREAL, QUEBEC--Lyon Lake Mines Ltd. and Palmer Resources Ltd. are very pleased to announce that Lyon Lake Mines Ltd. has agreed to the acquisition of 100 percent of the shares of Placer Dome de Costa Rica as well as the signature of a letter of intent for the merger of Lyon Lake Mines and Palmer Resources (Newco).
Placer Dome de Costa Rica's main asset is the Cerro Crucitas property, comprising nine mining concessions in northern Costa Rica. Placer Dome has actively explored the property since 1993. As reported in their press release dated February 18, 1998, Placer Dome estimates the current measured and indicated resources at Cerro Crucitas to be 2.2 million ounces of gold. In addition, the resources at the neighboring Conchudita deposit has been estimated at 470,000 ounces and has the potential to increase to 1 million ounces of resources.
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Geological resources on the Cerro Crucitas project
Concession Cut-off Measured and Indicated Inferred Total gold (20 sq.km/ea) grade (ounces) (Au g/t) ________________________________________________________________ Mt Au g/t Ag g/t Mt Au g/t Ag g/t
________________________________________________________________ Cerro Crucitas 0.6 58.878 1.19 3.45 14.482 1.04 3.45 2,736,910
1.0 44.625 1.77 3.69 5.012 1.71 4.04 1,676,905
Conchudita 1.75 --- --- --- 3.210 4.56 --- 470,805
Palmito Drilling to date confirms a potential of at least 100,000 ounces of gold
San Antonio Very strong geochemical anomaly measuring 1.5 kilometre by 200 metres ________________________________________________________________
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The terms of the agreements are as follows:
- To acquire a 100 percent interest in the Cerro Crucitas property, Newco must pay US$3,000,000 to two individuals of which US $1,000,000 was paid on signature of the agreement, US$1,000,000 to be paid on February 16, 1999 and US$1,000,000 to be paid upon issuance of the mining permit for the Cerro Crucitas concession. Newco will also issue 500,000 shares of its capital stock and grant a 1 percent Net Smelter Royalty (NSR) for a maximum of US$3,000,000 (the first royalty).
- Once Newco has completed a feasibility study, Placer Dome will have the right, for a 60-day period, to obtain a 50 percent interest in the Cerro Crucitas project by agreeing to contribute its share of expenses required to put the project into commercial production. Newco will be the joint-venture operator. If Placer Dome does not exercise this right, it will receive a 1 percent to 3 percent NSR, based on the price of gold and payable at a minimum gold price of US$325, to a maximum royalty value of US$20 million. The Placer Dome royalty is payable only after the first royalty has been paid in its entirety.
Currently, Lyon Lake Mines and Palmer Resources have executed a letter of intent providing for the merger of the two companies under which two shares of Lyon Lake Mines will be exchanged for one share of Newco and one share of Palmer Resources will be exchanged for one share of Newco. Lyon Lake Mines and Palmer Resources have 42,9 million shares and 17,2 million shares oustanding, respectively.
Newco's assets will consist of the Cerro Crucitas and Esperanza properties as well as the Beta Vargas mine in Costa Rica, the Bac Giang property in Vietnam, the Cibaliung gold property in Indonesia, the Breccia-Dyke project in Myanmar, the Odon property in Canada and a working capital of about $7 million. Newco's objective will be to put the Cerro Crucitas property into commercial production.
Mr. Guy Hebert will become Director, President and Chief Executive Officer and Mr. Jerry G. Pogue will become Director and will be in charge of investors relations for Newco. Mr. Hebert brought three mines into production including the Beta Vargas mine in Costa Rica.
These agreements are subject to, among other things, the approval of regulatory authorities and the shareholders of Lyon Lake Mines and Palmer Resources.
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