Re: Shoreham, Mulgravian sign LOI for Five Star interest
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posted on
Nov 04, 2009 10:13AM
I look at this as more good news.
We are moving down the field
Shoreham, Mulgravian sign LOI for Five Star interest
2009-11-04 10:04 ET - News Release
Mr. David Bending reports
SHOREHAM FARMS OUT FIVE STAR PROPERTY IN GUYANA
Shoreham Resources Ltd., subject to acceptance by the TSX Venture Exchange, has signed a letter of intent (LOI) with Mulgravian Ventures Corp., a privately held company, dated Oct. 22, 2009, whereby Mulgravian may acquire a 51-per-cent working interest in the Five Star property by investing $2-million (U.S.) in exploring and advancing the property within four years of exchange approval, and completing a $210,000 (Canadian) private placement in Shoreham at an above-market price.
Mulgravian must exercise the warrants issued as part of the private placement and invest a further CDN $210,000 in Shoreham prior to each of the first and second anniversaries of Exchange approval of the LOI. The completion of this private placement shall be governed by a Private Placement Agreement, which will be subject to TSX Venture Exchange approval. Mulgravian must exercise all of their warrants as a condition precedent to maintain their rights under the terms of the LOI. It is intended that the $420,000 proceeds from the exercise of the warrants will be utilized for expenditures directly related to Guyana business. The initial placement of $210,000 may be used without specification by Shoreham management for general and administrative costs and exploration. The LOI will be replaced by a formal Definitive Option Agreement in the near future.
Mulgravian will be required to invest US $500,000 in qualified exploration expenditures within one year of Exchange approval of the LOI and an additional US $500,000 per year in qualified exploration expenditures prior to the second, third and fourth anniversaries of Exchange approval for a cumulative total of US $2,000,000 in qualified exploration expenditures. Upon completion of this program, Mulgravian will become the beneficial owner of 51% of the capitalized shares of the specific Guyanese holding company with Shoreham holding the remaining 49% of the shares. Upon exercise of the option, Mulgravian and Shoreham, as shareholders of the Guyanese holding company, shall form a management group and appoint a board of directors to operate and supervise the ongoing management of the Guyanese holding company.
During Mulgravian's vesting period, Shoreham shall be the operator of the program on behalf of Mulgravian and the Guyanese holding company. In consideration for this service, Shoreham shall be entitled to charge a management fee equal to 10% of the qualified expenditures in the program.
As reported in the news release dated August 18, 2009, the Five Star Property lies to the north of Mulgravian and Shoreham's Guiana Shield Option properties and the Black Banana property. As part of the Joint Venture's integrated programs in the region, the team plans road rehabilitation, TRADO profiles and trenching to refine target development in preparation for systematic drilling. The work is planned with emphasis on development of large tonnage low grade gold targets.
The Property has been held and evaluated by Golden Star Resources Ltd. and HGB Ventures Ltd. The Property was recently held for three years by Gold Port Resources Ltd. without documented sampling or other work. Three phases of soil and Mobile Metal Ions (MMI) geochemistry previously conducted by HGB Ventures show gold bearing zones with similar stratigraphic and structural controls as the adjoining targets on Shoreham's Whana Packages. Combined with the Whana Licenses, this package represents a strong assemblage of drill targets (to be refined with deep auger profiles and mapping) with a rering one or more gold deposits. A total of 1,114 soil samples were taken by HGB. Reported grades ranged from trace to a high of 80.2 g/t Au. Seven more samples were above 1 g/t Au and 40% of the samples returned values greater than 20 ppb Au. MMI Samples (463) ranged between <0.25 ppb Au to 19.2 ppb Au. Rock samples (50 in total) 26 grab and 24 channels ranged from trace to 19.8 g/t Au. Readers are cautioned that this data is from historical sources and does not conform to NI 43-101 standards. While the historical work was undertaken by competent professionals and comes from reliable sources, it has not been verified by a qualified person. Analytical results were obtained from recognized laboratories using standard procedures.
David Bending, M.Sc., P. Geo., President and CEO of Shoreham Resources Ltd., a Qualified Person as defined in National Policy 43-101 ("NI 43-101"), is responsible for all technical information contained in this news release. He reports that: "On behalf of the shareholders, I am very pleased to announce the details of this farm-out transaction and the progressive execution of our generative strategies in Guyana. Mulgravian has proven to be a solid partner and we are optimistic as we prepare for the orderly evaluation and development of the gold targets on the Five Star Property."