C2C Gold Corporation Inc.
TSX VENTURE : CCN

C2C Gold Corporation Inc.

September 26, 2007 16:16 ET

C2C Announces the Signature of an Amendment to the Letter of Intent Regarding the Bella Rica Mine and Expects to Close the Transaction on or Before December 1st, 2007

MONTREAL, QUEBEC--(Marketwire - Sept. 26, 2007) - C2C Inc. (TSX VENTURE:CCN), (the "Company" or "C2C") is pleased to announce that the Company has signed an amendment to the letter of intent (the "Amendment to a letter of intent") concluded on March 22, 2007 between C2C and Inmobiliaria Buena Renta S.A. ("Inburesa") a company controlled by Mr. Andres Machuca Granda ("Machuca"), to enter in a joint venture agreement ("Joint Venture") on a fifty/fifty basis for the exploration and exploitation of the Bella Rica gold mine ("Bella Rica Area") located in Ecuador with Beloro C.LTD. ("Beloro"), a new company created for the purpose of the transaction and controlled by Mr. Machuca.

This Joint Venture will allow C2C to take part rapidly in the exploration and the exploitation of the Bella Rica Area and to set up the necessary structure to improve substantially the production of gold of the mine Bella Rica in order to reach an annual production of 100 000 ounces of gold per year within 24 months from the closing date.

Also, the conclusion of the Joint Venture allows C2C to meet the regulatory requirements of the Regulatory Authorities in Canada.

In summary, C2C will hold 50% of the Joint Venture by investing US$ 3,000,000 to improve the infrastructures of production and extraction of the gold bearing reserves and to provide the initial working capital of the Joint Venture and paying US$ 5,600,000 and issuing 1 million common shares of C2C to Machuca.

From closing date up to twelve (12) months after, C2C Ecuador S.A. ("C2C Ecuador S.A."), a subsidiary controlled by C2C, shall have the option to acquire from Machuca social participations representing the fifty percent (50%) of the capital of Beloro.

Moreover, with the objective to continue the acquisition of properties in Ecuador to realize exploration and production, C2C obtained a right of first refusal for the acquisition of the mineral rights owned by Mr. Machuca in a territory of 20x12 km. This territory includes the Concession of Bella Rica.

For more details, see the summary about the terms and conditions of the letter of intent hereafter.

On July 24, 2007, in accordance with a favorable legal opinion rendered during the due diligence process, the Company has received the confirmation that the Cooperativa de Produccion Minera Aurifera Bella Rica (the "Cooperative") holds valid title of a mining concession of a gold mine in the Bella Rica Area (the "Concession") which is in force and is in good standing and, as of today, free of encumbrances and that Machuca is the legally holder of the rights to prospect, explore and exploit all mineral substances that might exist and might be obtained in Bella Rica Area. The Machuca's rights allow him to explore and exploit gold in the mining Concession, from 610 meters above the sea level and towards the center of the earth. Pursuant to the terms of the Cooperative Regulations, the exclusivity of the exploitation zone is determined by the underground working by the Cooperative members.

Before the signature of the Joint Venture, C2C and Mr. Machuca have convened that Mr. Machuca will contribute to Beloro all the mining assets corresponding to the Bella Rica mine including the mining operation agreement executed with the Cooperative.

In the Joint Venture to be concluded, the parties agreed, among other things that during the course of the Joint Venture, the net profits coming from the exploitation of the Bella Rica mine will be shared equally between C2C and Beloro.

In exchange for this Joint Venture, the Company will:

- at closing date, pay US $2,000,000 to Machuca and issue 1 million shares of common stock of C2C to Machuca;

- three months after closing date, pay US $600,000 to Machuca;

- six months after closing date, pay US $2,500,000 to Machuca; and

- nine months after closing date, pay US $500,000 to Machuca.

Moreover, the Company will invest up to US$ 3,000,000 to improve the infrastructures of production and extraction of the gold bearing reserves and to provide the initial working capital of the Joint Venture. The Company will disburse such investment in counterpart of invoices which, each of them, shall be justified by Beloro before the disbursement.

From closing date and up to twelve (12) months after the signature of the Joint Venture, C2C Ecuador S.A., shall have the option to acquire from Machuca social participations representing the fifty percent (50%) of the capital of Beloro C.Ltda. If C2C Ecuador S.A. exercises the option, the parties will terminate the Joint Venture and, from the date of such termination, the might to exploit the Bella Rica mine, tunnel and plant, and in general all the assets and liabilities of the Joint Venture and the operations developed by the latter up to that moment shall pass to Beloro C.Ltda. C2C Ecuador S.A. shall pay to Machuca, 18 months after closing date, an amount of U.S. $6,000,000 (SIX MILLION U.S. DOLLARS) and 36 months after closing date, an amount of U.S. $9,000,000 (NINE MILLION U.S. DOLLARS).

C2C, shall also grant to Machuca options to purchase common shares of its capital stock as follows: (i) an option to purchase 2,000,000 common shares of C2C Inc. at a price of U.S. $3.00 per share (THREE U.S. DOLLARS) for a period of 18 months after closing date; and (ii) an option to purchase 3,000,000 shares of C2C Inc. at a price of U.S. $3.00 per share (THREE U.S. DOLLARS) for a period of 36 months after closing date. If not exercised by Machuca within the exercise terms, the options shall expire and become void;

There are provisions in the Amendment to a letter of intent that would permit the Company to increase its ownership interest in Beloro to an additional 25% for a total price of U.S. $15,000,000 (FIFTEEN MILLION U.S. DOLLARS). This purchase right shall be exercised within 36 months after closing date.

Parties of the Amendment to a letter of intent undertake to make their best effort in order to the closing date and, thus the execution of all the necessary agreements, take place on or before December 1, 2007.

C2C is a Quebec base mineral exploration company with gold and silver projects located in Quebec, Canada and southwestern Ecuador.

Shares outstanding: 58 904 011

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

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