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AM Gold and Rokmaster Amend Pinaya Option

September 23, 2013

AM Gold Inc. (TSX-V: AMG; Frankfurt: AMX) (“AM Gold” or the “Company”) and Rokmaster Resources Corp. (“Rokmaster”) announce that they have entered into an amending agreement on September 18, 2013 (the “Amending Agreement”) pursuant to which they have amended certain provisions of the Option and Joint Venture Agreement dated July 16, 2012 (the “Agreement”) with AM Gold and AM Gold’s Peruvian subsidiary, Canper Exploraciones S.A.C., pursuant to which Rokmaster may earn up to a 75% interest in the Pinaya Gold-Copper Project (“Property”) located in Caylloma and Lampa Provinces, Peru.

Under the terms of the Agreement, Rokmaster was to have made an option cash payment of $400,000 on or before September 11, 2013. Under the Amending Agreement, in lieu of having made such cash payment, the parties have agreed that Rokmaster must make the following cash payments to AM Gold (the “New Cash Payments”):

  • $75,000 within two business days from the date of execution of the Amending Agreement (the “First Payment”);
  • an additional $125,000 on or before January 11, 2014; and
  • an additional $125,000 on or before 30 days following the earliest of: (I) the raising of $500,000 or more by Rokmaster through debt or equity or any merger by Rokmaster where the surviving party has $500,000 or more of cash or short-term investments, (II) the receipt by Rokmaster of any drill permit for the Property and (III) April 1, 2014,

and issue to AM Gold an additional 1,000,000 common shares of Rokmaster (the “Additional Shares”), subject to receipt of approval from the TSX Venture Exchange (“Exchange Approval”). If Rokmaster does not receive Exchange Approval to the issuance of the Additional Shares on or before November 1, 2013, then Rokmaster must pay AM Gold an additional $100,000 within two business days from such deadline. Rokmaster has agreed that the New Cash Payments along with the issuance of the Additional Shares (or the payment of $100,000 in lieu of the Additional Shares if Rokmaster does not obtain Exchange Approval) are binding obligations of Rokmaster, are not optional, and cannot be avoided by any termination of the Agreement, as amended.

To keep Rokmaster’s option in good standing, the parties have also agreed to reduce from $2,500,000 to $1,500,000 the amount that Rokmaster must incur in Property expenditures by September 11, 2014, to increase from $5,100,000 to $6,100,000 the amount that Rokmaster must incur in Property expenditures by September 11, 2016 and to extend by six months to March 11, 2015 the period during which Rokmaster must complete a minimum of 3,000 metres of drilling on the Property.

About AM Gold Inc.

AM Gold Inc. is a publicly held resource company based in Vancouver, Canada. The Company is listed on the TSX Venture Exchange under the symbol “AMG” and is quoted on the Frankfurt Exchange under the symbol “AMX”. The Company is focused on creating shareholder value through the development of the Company’s gold and gold-copper projects in the Yukon and Peru while building a portfolio of quality pipeline projects in North and South America. The Company’s Red Mountain gold property is located in central Yukon Territory approximately 55 kilometres northwest of the community of Mayo in the Tintina Gold Belt. The Company’s Red Mountain gold property consists of approximately 3,600 hectares of contiguous quartz claims. 52 of such quartz claims (1,168 hectares) are held 100% by AM Gold subject to a net smelter returns royalty. AM Gold may reduce the NSR payable on the 52 quartz claims from 2% to 0.5% by agreeing to pay $1,000,000 for the first 1% of the NSR and $750,000 for the second 0.5% of the NSR at any time, at AM Gold's discretion. An additional 131 quartz claims (2,430 hectares) are held 100% by the Company with no NSR. AM Gold’s Pinaya gold-copper project is located approximately 775 kilometres southeast of the city of Lima, Peru in the Tintaya Gold Belt. Subject to the option agreement between the Company and Rokmaster Resources Corp., the Company maintains 100% ownership of 35 mining concessions covering the 19,200 hectare Pinaya land position. AM Gold’s corporate offices are located Suite 605 369 Terminal Avenue, Vancouver, British Columbia, V6A 4C4 (phone: 604-646-0067).

ON BEHALF OF AM GOLD INC.

(signed) “John Fiorino”

John Fiorino
Chief Executive Officer
AM GOLD INC.

For further information on AM Gold, please contact Murray Caruth at 1-604-646-0067 or by email at [email protected], or visit AM Gold’s website at: http://amgold.ca.

Cautionary Statement Regarding “Forward-Looking” Information

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

 
     
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