New Dimension to Acquire Portfolio of Advanced Gold and Silver Properties in Santa Cruz Province, Argentina Dr. Eric Roth to be appointed Director, President and CEO upon closing
TSX-V: NDR
PRESS RELEASE #18‐01
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
New Dimension to Acquire Portfolio of Advanced Gold and Silver Properties in Santa Cruz Province, Argentina Dr. Eric Roth to be appointed Director, President and CEO upon closing
February 20th, 2018 – Vancouver, BC ‐ New Dimension Resources Ltd. (TSXV: NDR) (the “Company” or
| “New Dimension”) is pleased to announce that it has | entered into property acquisition agreements to |
| acquire a 100% interest in the Las Calandrias, Los Cisnes, and Sierra Blanca gold‐silver projects located in | |
| Santa Cruz province, Argentina (together, the “Santa Cruz Properties”) from Sandstorm Gold Limited (TSX: | |
| SSL, NYSE: SAND)(“Sandstorm”). The portfolio, totaling 86,000 hectares (ha), was previously controlled by | |
| Mariana Resources Limited (“Mariana”), which was acquired by Sandstorm in July 2017. |
Santa Cruz portfolio ‐ the Company presents the following project highlights:
- Las Calandrias Property – advanced epithermal gold‐silver project that hosts an Indicated mineral resource of 491,000 ounces (“oz”) gold equivalent (“AuEq”1) @ 1.29 g/t AuEq, and an Inferred mineral resource of 28,000 AuEq oz @ 1.02 g/t AuEq. The Indicated mineral resource includes a contribution of 49,000 AuEq oz @ 9.35 g/t AuEq (3 g/t AuEq cut‐off, undiluted) from the Calandria Norte vein.
Numerous drill‐ready, high‐grade gold‐silver targets within both the Las Calandrias concession and immediate district have been identified.
- Los Cisnes Property – high‐grade silver‐gold epithermal vein system located 75km SW of Yamana Gold’s Cerro Moro gold‐silver mine. Previously drilled by Mariana, Los Cisnes encompasses a 4km2 area, with two main target zones identified to date: El Brio (high‐grade silver veins) and El Solar (bulk tonnage mineralization).
- Sierra Blanca Property – high‐grade silver‐gold vein field with four targets identified to date along >22 km of cumulative strike length supported by extensive channel sampling completed by Mariana. Sierra Blanca is located 40km NNW of Anglogold Ashanti’s Cerro Vanguardia gold‐silver mine.
Approximately C$25 million has been previously spent exploring the Santa Cruz Properties.
1 AuEq oz reported herein have been calculated by New Dimension: the independent mineral resource estimate prepared by Mine Development Associates reports mineralized tonnes, gold, silver, and gold equivalent grades, and gold and silver ounces separately (see Table 1). The Company has calculated AuEq oz with reference to a cut‐off grade of 0.3 g/t AuEq for oxide and transition material, and 0.7 g/t AuEq for primary, and by multiplying mineralized tonnes by AuEq grade, dividing by 31.1, and assuming 100% metallurgical recovery.
Proposed appointment of Eric Roth as President & CEO and Director
Upon successful closing of the transactions described herein, Eric Roth, Ph.D. (Economic Geology), F.AusIMM, F.SEG, and former Chief Operating Officer of Mariana Resources, will be appointed President and Chief Executive Officer and Director of the Company. It is expected that Fred Hewett, current President & CEO, and director of the Company will be appointed Chairman of the Board.
In addition, the board of directors expects to nominate Mr. Glen Parsons (former Mariana CEO) for election to the board of directors at the Company’s next AGM.
“This acquisition marks a significant step in the transformation of the Company. Upon successful completion of the transactions, I look forward to welcoming Dr. Eric Roth as President and Chief Executive Officer,” stated Fred Hewett, President & CEO. “Dr. Roth, with his proven technical and financial expertise has an exceptional track record of success including Mariana Resources, which was acquired by Sandstorm Gold in 2017 for US$ 175 million, and Extorre Gold Mines, which was acquired by Yamana Gold in 2012 for C$ 440 million.”
“I am very pleased to be joining New Dimension, whose primary focus will be the discovery of high grade gold deposits in the prospective and mining‐friendly jurisdictions of Santa Cruz Province, Argentina, and Ontario and Manitoba, Canada”, stated Dr. Eric Roth. “With a stabilized political and financial environment in Argentina, rising commodity prices and a portfolio of quality assets that boast a significant resource base and numerous drill‐ready high‐grade gold and silver targets, I look forward to advancing the portfolio and unlocking the potential of these high‐quality assets.”
The Santa Cruz Properties
The Santa Cruz Properties consist of three gold‐silver projects: Las Calandrias, Los Cisnes, and Sierra Blanca, all of which are located in the highly mineralized Deseado Massif geological terrane, in mining‐ friendly Santa Cruz province. Important gold‐silver mining operations in the Deseado Massif, one of the world’s key destinations for epithermal gold‐silver deposits, include AngloGold Ashanti’s Cerro Vanguardia mine, Goldcorp’s Cerro Negro mine, and Yamana Gold’s Cerro Moro mine (first production expected in H1 2018). Each of the Santa Cruz Properties is well located with respect to key infrastructure (especially power and good road access), are close to existing mines, and may be explored all year round (see Santa Cruz Properties map at: NDR Presentation ‐ Argentina Projects.
Las Calandrias Property Las Calandrias is the most advanced mineral project in the Santa Cruz protfolio. Las Calandrias is host to a mineral resource estimated by Mine Development Associates (“MDA”) as follows:
Table 1. Las Calandrias Mineral Resource Estimate (“MDA”)
| Category | Tonnes | Au (g/t) | Ag (g/t) | AuEq (g/t) | Au (oz) | Ag (oz) |
|---|---|---|---|---|---|---|
| Indicated | 11,840,000 | 1.00 | 17.40 | 1.29 | 381,000 | 6,624,000 |
| Inferred | 870,000 | 0.93 | 5.17 | 1.02 | 25,900 | 144,000 |
Calculated using a variable cutoff accounting for varying metallurgical recoveries: 0.3 AuEq/t for oxide and transition material, and 0.7 AuEq/t for primary. Gold equivalent grades are calculated by dividing silver grades by 60, adding this value to the gold grade, and with no differences in metallurgical recovery for gold and silver.
This mineral resource estimate is effective as of February 20, 2018, and includes contributions from both the bulk tonnage, rhyolite dome‐hosted Calandria Sur deposit and the high‐grade gold Calandria Norte vein/breccia system.
The resource estimate was completed by Steven Ristorcelli, of MDA, an Independent Qualified Person as defined by National Instrument 43‐101 Standards of Disclosure for Mineral Projects (“NI 43‐101”). Further details of the estimation methods and procedures will be available in an updated NI 43‐101 report, which will be filed on SEDAR (www.sedar.com), within 45 days from the date of this news release. Mineral Resources which are not Mineral Reserves have not yet demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
Upon closing the focus of field activities at Las Calandrias is expected to be further evaluation of four high‐grade gold‐silver vein/breccia systems (La Morena, El Nido Norte, Las Calandrias feeders, and Refugio), all of which are located in the vicinity of the Calandria Norte vein system, and all largely untested by Mariana.
Recent third‐party activity in the Las Calandrias District has included the construction of the nearby Minera Don Nicolas gold‐silver mine (a 1,000 tonne‐per‐day Carbon‐in‐Leach facility), and the Oceana Gold‐Mirasol exploration JV on the adjacent La Curva property.
Los Cisnes Property The Los Cisnes project contains two main targets, the high‐grade silver Brio vein/breccia system and the El Solar dome‐hosted, bulk tonnage gold‐silver target. Most recent activities undertaken by Mariana included a focus on the high‐grade Brio vein, where previous surface sampling returned significant high‐ grade silver. In 2015, Marianna completed a scout drill program at Los Cisnes with very positive results, including the Brio discovery hole announced by Marianna on August 24, 2016.
Sierra Blanca Property At Sierra Blanca, the Company’s focus will be the identification and delineation of high‐grade gold‐silver shoots within the 22km strike extent of this extensive and mostly underexplored, intermediate sulfidation epithermal vein system. Four priority targets have been identified to date consisting of: Achen‐Chala, Trafwe, Lucila, and Vetarron. Exploration by Mariana identified high‐grade silver (‐gold) in the oxidized / supergene enriched central portion of the Chala vein.
Acquisition Agreement
| New Dimension has agreed to acquire a 100% interest in the Santa Cruz Projects through an agreement | ||||
|---|---|---|---|---|
| dated February 19, 2018 amongst Sandstorm, New Dimension and certain subsidiaries of each entity. | ||||
| New Dimension will provide consideration to Sandstorm of: | ||||
| A C$400,000 amount payable to Sandstorm in cash or shares at New Dimension's election on | ||||
| each anniversary of the acquisition, until December 31, 2032 or earlier if certain events occur, | ||||
| including commencement of commercial production; | ||||
| a 2% net smelter returns royalty (“NSR”) on each of the | Santa Cruz Properties, pursuant to NSR | |||
| agreements | . |
The acquisition agreements will be made available on the Company’s SEDAR profile at www.sedar.com. New Dimension is not required to obtain shareholder approval.
Share Consolidation and Private Placement with Participation of Sandstorm
Concurrent with, or prior to, the closing of the acquisition of the Santa Cruz Projects, the transactions above, the Company intends to consolidate its common shares on the basis of one (1) post‐consolidated share for every 2.5 pre‐consolidation shares and to complete a non‐brokered private placement of up to 27,272,727 post‐consolidated shares (“New NDR Shares”) at a price of C$0.11 per New NDR Share for gross proceeds of C$3,000,000, subject to TSX Venture Exchange (“TSXV”) approval.
Proceeds from the Private Placement will be used for exploration and business development activities focused on advancing the Argentinean portfolio. Completion of the Private Placement is a condition to the closing of the acquisition of the Santa Cruz Properties.
In addition, pursuant to the terms and conditions of the acquisition agreement, the Company agreed to settle US$432,838 in debt owing to Sandstorm and its affiliates by issuing to Sandstorm and its affiliates such number of New NDR Shares having a value equal to the outstanding debt, subject to TSXV approval. The Company also anticipates that Sandstorm will participate in the Private Placement.
It is furthermore anticipated that insiders of New Dimension will also participate in the Private Placement on the same terms and conditions as arm’s length subscribers. New Dimension may pay commissions and finders’ fees in connection with the financing.
Approvals
The acquisition and private placement are subject to certain conditions, including receipt of all necessary consents and regulatory approvals, including the approval of the TSXV. All securities issued under the private placement will be subject to a hold period of four months from the date of issuance of the securities.
Closing of the Financing is scheduled to occur on or about March 29, 2018, subject to applicable regulatory and other approvals, including approval of the TSXV.
Trading in the shares of New Dimension is halted at present. It is uncertain if the Company's shares will resume trading until the acquisitions are completed.
On Behalf of the Board of New Dimension Resources Ltd.
“Fred G. Hewett”
___________________________ Fred G. Hewett, P.Eng.
President & CEO
About New Dimension Resources Ltd.:
New Dimension is engaged in the acquisition, exploration and development of quality mineral resource properties throughout the Americas with a precious metal focus. The Company currently holds an option on the Savant Lake (Ontario) and an interest in the Domain (Manitoba) gold properties in Canada, and upon closing of the transaction described in this release will hold a 100% interest in three Advanced Gold‐ Silver Projects, in Santa Cruz, Argentina.
New Dimension Contacts
Fred Hewett Tel: +1 604‐563‐4807 Eric Roth, +569‐8818‐1243 Karen Davies, +1 604‐314‐6270 Email: [email protected]
Qualified Persons and Disclosure Statement
The technical information in this news release has been prepared in accordance with Canadian regulatory requirements set out in NI 43‐101, and approved by Scott Heffernan, M.Sc., P.Geo., a director of the Company and a Qualified Person under NI 43‐101.
Cautionary Notes and Forward‐looking Statements
This news release may contain forward looking statements which are not historical facts, such as statements of belief of similarity of geological characteristics or features, statements of unverified drilling and sampling results and expectations of receipt of permits and plans for future work. Forward looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, unexpected geological factors, exploration results, results of verification work and unanticipated regulatory obstacles. See New Dimension’s filings for a more detailed discussion of factors that may impact expected results.
This news release contains forward‐looking information within the meaning of applicable securities legislation. Forward‐looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the future results of operations, performance and achievements of New Dimension, including completion of the acquisition of the Santa Cruz Properties, trading of the Company’s shares, the appointment of directors and officers of New Dimension, and receipt of all necessary regulatory and third‐party approvals required in connection with the acquisition and the Private Placement. Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such forward‐looking information is based on certain assumptions and analyses made by New Dimension in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward‐looking information. Important factors that could cause actual results to differ from this forward‐looking information include those described under the heading "Risks and Uncertainties" in New Dimension s most recently filed MD&A. New Dimension does not intend, and expressly disclaims any obligation to, update or revise the forward‐looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward‐looking information.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be offered in the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the benefit or account of, a person in the United States, except pursuant to an available exemption from such registration requirements.