Burlington, Ontario–(Newsfile Corp. – November 27, 2017) – Wabi Exploration Inc. (CSE: WAB) (Wabi) is pleased to report it has signed a definitive Arrangement Agreement for the acquisition of all the shares of Buena Vista Gold Inc. (BVG). BVG directly and indirectly holds title to five (5) project areas containing six (6) identified targets located in the highly mineralized Northern Nevada Rift in northwest Nevada. Management believes these targets are highly prospective for gold and copper.
Pursuant to the Arrangement Agreement, Wabi will, subject to shareholder and regulatory approval, consolidate its capital on a one (1) new for six (6) old basis, and BVG will consolidate its capital on a one (1) new for four (4) old basis, such that there will be approximately 25 million shares outstanding on the closing date, including shares to be issued pursuant to a financing of between US $500,000 and US $1,200,000 (the Financing”). On the closing of the Arrangement Agreement, BVG will have no more than 18,000,000 shares outstanding, not including the shares to be issued pursuant to the Financing, and Wabi will have no more than 4,000,000 shares outstanding.
The Financing will consist of Units in BVG to be issued at US$0.08. Each Unit will consist of one (1) common share and one (1) full share purchase warrant at US$0.10 with a 12-month term. The Units will be consolidated in accordance with BVG capital consolidation described above and acquired by Wabi as part of the Arrangement Agreement.
BVG has made the non-refundable payment of $25,000 to Wabi, as was required in the Letter of Intent disclosed September 29, 2017.
Hot Springs Peak is located 55 kilometres north-northeast of Winnemucca. A current NI 43-101 Technical Report was commissioned by BVG and completed in June of 2017 on Hot Springs Peak, and will be filed on SEDAR. The other five assets are located 60 kilometres south-southwest of Winnemucca and east of Mill City along the East Range of the Buena Vista Valley. See Figure 1 “Location Map” below.
Figure 1: Location Map
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The six identified targets are:
- Hot Springs Peak;
- Star, consisting of two zones known as
- Star Point, and
- Star South;
- Gold Knob;
- Jasperoid Peak; and
- French Boy.
Management intends to explore Hot Springs Peak for a “Carlin Style” gold deposit using the Turquoise Ridge Deposit as the nearby deposit model. Management of BVG and Wabi believe Hot Springs Peak and the Turquoise Ridge Deposit have similar alteration, and that Hot Springs Peak is aligned magnetically to the Getchell Fault Trend that hosts the Turquoise Ridge Deposit.
The Buena Vista Property includes Star (Star Point and Star South), Gold Knob, Jasperiod Peak and French Boy, all of which are located on the West Central Rift of the Northern Nevada Rift. Across the valley, to the west of the Buena Vista Property, is the Spring Valley porphyry-hosted gold system deposit.
The Sleeper Deposit is west of Hot Springs Peak and north of the Buena Vista Property, on the rift trend. From 1986 until 1996, Sleeper produced 1.66 million ounces of gold and 2.3 million ounces of silver.
See Figure 2 below, “Proximity to Rifts and Other Deposits”.
Figure 2: Proximity to Rifts and Other Deposits
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BVG and Wabi have been co-operating diligently to make disclosure of exploration work recently performed by BVG on the six targets. However, due to the timing of the American Thanksgiving holiday, Wabi was not able to obtain sufficiently detailed information as to the QA/QC on such work so as to satisfy Wabi’s interpretation of NI 43-101. Wabi will provide disclosure of such exploration work as soon as possible, which is expected to be this week.
On the closing of the Arrangement Agreement, Management and Board of Directors will consist of:
- William Wagener — Director and CEO
- Peter M. Clausi — Director and President
- Brian Crawford — CFO
- Tim Master — Consulting Geologist and Qualified Person as that term is defined in NI 43-101
- Chris Berlet — Director
It is possible that two other persons will join the board on the closing of the Arrangement Agreement or soon thereafter.
“This is a great transaction for the shareholders of both companies,” said Mr. Clausi, currently CEO of Wabi. “Our due diligence and October site visit only confirmed what we initially thought: that these six assets represent tremendous potential. With disciplined work in the field, these could result in significant near-term wins for the Company. We welcome the BVG shareholders to the team.”
Management cautions that the Arrangement Agreement involves risks normally involved with a mining exploration venture including but not limited to currency exchange, geologic, environmental, corporate social responsibility, completion of the transaction, an inability to raise all or some of the required Financing and future capital, management’s business judgment, board governance, an inability to find any or sufficient mineralization to advance the projects further, an inability to secure the necessary infrastructure, title, sovereign, regulatory and metallurgic. Management will take all steps necessary to identify risk and implement such measures as are necessary in the circumstances to reduce the possibility of such risk occurring and if it does to minimize its impact.
For further information please contact:
Peter M. Clausi, CEO
Tel: 1 (416) 890-1232
The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release. Not for distribution to U.S. news wire services or dissemination in the United States.