TSX VENTURE: ALG
www.algold.com
Mr. Fran??ois Auclair reports:
MONTREAL, Feb. 01, 2018 (GLOBE NEWSWIRE) -- ALGOLD RESOURCES LTD. (TSX-V:ALG) ("Algold" or the "Corporation") is pleased to announce that it has entered into a non-binding agreement with Osisko Gold Royalties Ltd ("Osisko") to complete a CDN $2 million private placement (the "Offering") and grant a 1.5% NSR royalty on the Tijirit Gold Project (the "Royalty") for a consideration of CDN $2.8 million, for total gross proceeds of CDN $4.8 million.
The Tijirit gold project is comprised of the Tijirit mining license 2480C2, covering 306 km2, and of the adjacent Exploration License 1117B2, covering 460 km2. The Tijirit Gold Project is the host of 3 adjacent deposits: Sophie, Lily and Eleonore, with an Inferred Resources of 602,000 oz Au at a grade of 2.29 g/t Au, including the high grade Eleonore deposit which hosts 357,920 ounces at a grade of 4.18 g/t Au (see Algold's press release dated May 1, 2017). Tijirit is situated approximately 30 kilometers southeast from the Tasiast gold deposit.
Algold Chairman Benoit La Salle said: "Osisko provides Algold with a break-through investment for the development of Algold's Mauritanian Tijirit Gold Project. We are privileged to have Osisko as a strategic partner."
Fran??ois Auclair, President and CEO of Algold said: "We are extremely pleased to receive financing and endorsement from a world leading precious metals royalty company. Osisko is a much-valued strategic shareholder that validates the potential of our flagship Tijirit Gold Project and ensures that Algold takes advantage of current and future opportunities to create shareholder value in Africa."
Sean Roosen, Chairman and CEO of Osisko said: "We are delighted to participate in the advancement of the Tijirit Gold Project, located in a top emerging gold camp."
Upon closing of the Offering, Osisko will own approximately 12.6% of Algold's outstanding common shares on a partially-diluted basis.
Under the Offering, Osisko will subscribe for 14,285,714 units, each at a price of $0.14 and consisting of one common share and one common share purchase warrant entitling the holder to acquire one common share at a price of $0.20 for a period of 36 months.
Upon closing of the Offering, Osisko will be granted the following rights:
It may nominate up to two candidates for Algold's board of directors at any meeting of the Corporation's shareholders (including one director to be appointed immediately upon closing).Until December 31, 2025, it will hold an exclusive option to purchase a 2.0% NSR royalty on any new project acquired by Algold.A right of first refusal on any royalties, streams or similar interests in the products mined on Algold's properties that are granted or proposed for granting in the future.The closing of the Offering and the Royalty financing is expected to occur on or about February 5, 2018 and is subject to completion of formal documentation and receipt of regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV"). All securities issued in connection with the Offering will be subject to a four month hold period. The net proceeds from the Offering will be used to carry out exploration drilling at the Corporation's mineral properties and for working capital and general corporate purposes.
In connection with the Private Placement, Wafa Mining & Petroleum SA ("Wafa") will also subscribe for 2,605,295 common shares, also at a price of $0.14 each, for total gross proceeds of $364,741, under a previously-granted pre-emptive right allowing Wafa to maintain a 10% interest in Algold (see Algold's press release dated August 9, 2017).
Fran??ois Auclair, President and CEO of Algold said: "Wafa's desire to maintain their stake in Algold demonstrates their confidence in our projects. We are pleased to have their continued support."
The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.
This press release has been reviewed for accuracy and compliance under National Instrument 43-101 by Andr?(C) Ciesielski, DSc., PGeo., Algold Resources Ltd. Lead Consulting Geologist and Qualified Person, and Alastair Gallaugher, C.Geo. (Chartered Geologist and Fellow of the Geological Society of London), BSc. Geology, Algold's Exploration Manager in Mauritania, Qualified Persons as defined by NI 43?^'101 Standards of Disclosure for Mineral Projects. Andr?(C) Ciesielski has further approved the scientific and technical disclosure in the news release.
ABOUT ALGOLD
Algold Resources Ltd. is focused on the exploration and development of gold deposits in West Africa. The board of directors and management team are seasoned resource industry professionals with extensive experience in the exploration and development of world-class gold projects in Africa.