Geomega Resources Inc. (TSXV: GMA) finalizes Option and Joint Venture agreement with NioGold Mining Corp. (TSXV: NOX) for exploration on the Montviel and Pump Lake REE properties, add third option to earn up to 100%.
For immediate distribution
MONTREAL, QC, November 11, 2010 /CNW/ – GEOMEGA RESOURCES INC. (“Geomega” or the “Company”) announces the signing of the Option and Joint Venture agreement (the “Agreement”) between Geomega and NioGold Mining Corp. (“NioGold”) which gives Geomega the right to earn up to a 75% interest in the Montviel and Pump Lake REE properties (the “Properties”) by expending C$3,350,000 over four years and issuing 1,500,000 common shares over three years. The Company also announced the addition of a third option providing Geomega the right to purchase the remaining 25% interest in the Properties (“Third Option”).
Under the terms of the Agreement, upon having completed the earn-in process of up to 75% interest in the Properties, Geomega, at its discretion before or on the seventh (7) anniversary of the Agreement, can purchase the remaining 25% interest in the Properties by paying an amount of C$13,500,000 to NioGold. The remaining interest in the Montviel and Pump Lake properties can be purchased separately for C$9,000,000 and C$7,500,000 respectively. The Third Option is payable in cash or treasury common shares of Geomega and is prorated based on the remaining interest of NioGold. NioGold elects the payment method on half (50%) the amount and Geomega elects the payment method on the other half (50%). In the event Geomega exercises the Third Option, common shares will be valued at a deemed price per share equal to the weighted average price of the last twenty (20) consecutive days on the Exchange preceding notice of exercise.
Following the signing of the Definitive Agreement dated September 24, 2010, Geomega can earn an initial 50% interest in the Properties by expending C$500,000 and issuing 1,300,000 common shares in Year 1 and expending C$850,000 in Year 2. After earning the initial 50% interest, Geomega has the option to increase its interest in the Properties to 75% by expending an additional C$1M and issuing 200,000 common shares in Year 3 and expending C$1M in Year 4. Following the completion of the earn-in process, Geomega and NioGold will form a joint venture reflective of their proportionate ownership interests in the Properties.
Until a joint venture is formed, Geomega will have sole responsibility of exploration expenditures on the Properties. Once formed, Geomega will remain operator of the joint venture as long as its interest is greater or equal to 50%.
The Agreement is subject to approval by the TSX Venture exchange.
Geomega is a Quebec based mineral exploration company focused in the exploration of rare earth elements. Geomega’s current mineral portfolio is located in the Abitibi and Upper Laurentians regions of Quebec.
Currently, Geomega has 14,155,001 common shares outstanding.
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.
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Cautions Regarding Forward-Looking Statements
This news release contains forward-looking statements regarding our intentions and plans. The forward-looking statements that are contained in this news release are based on various assumptions and estimates by the Company and involve a number of risks and uncertainties. As a consequence, actual results may differ materially from results forecast or suggested in these forward-looking statements and readers should not place undue reliance on forward-looking statements. We caution you that such forward-looking statements involve known and unknown risks and uncertainties, as discussed in the Company’s filings with Canadian securities agencies. Various factors may prevent or delay our plans, including but not limited to, contractor availability and performance, weather, access, mineral prices, success and failure of the exploration and development carried out at various stages of the program, and general business, economic, competitive, political and social conditions. The Company expressly disclaims any obligation to update any forward- looking statements, except as required by applicable securities laws.