Balmoral Resources Ltd.

Balmoral Resources Ltd.

September 07, 2010 11:01 ET

Balmoral to Acquire Advanced Package of Canadian Gold Assets; Announces $15 Million Financing

- Consolidates 40 Kilometres of Detour Lake Gold Trend

- To Acquire 100% Interest in High-Grade, 19.50 g/t Gold, Fenelon Gold Deposit

- Acquisitions Include Historic Gold Resources on Three Projects Open for Expansion

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 7, 2010) -


Balmoral Resources Ltd. ("Balmoral" or the "Company") (TSX VENTURE:BAR.H) announced today that it has entered into two exclusive letters of offer to acquire five prospective gold projects located in the Abitibi Greenstone Belt of Quebec and the Hemlo Greenstone Belt in Ontario. These two greenstone belts have accounted for over 145 million ounces of historic gold production – accounting for over seventy percent of total Canadian gold production. The Company also announced that it has entered into a financing agreement whereby Haywood Securities Inc. and Raymond James Ltd. will co-lead a syndicate, which will also include Canaccord Genuity Corp., on a brokered private placement of securities of the Company for up to $15,000,000 to complete the acquisitions and commence a drill-focused exploration program.

"Completion of the acquisitions and financing announced today will launch Balmoral as a new presence in the Canadian gold business and provide the Company with the largest land holding along the Abitibi's least explored, gold-bearing deformation zone – the Sunday/Detour Lake Deformation Zone" said Darin Wagner, President and CEO of Balmoral. "The combination of existing gold resources, open-ended exploration potential and district scale opportunities in the gold-rich Abitibi is a formula for success that our management, technical team and shareholders know well."

"The acquisition of shallowly or sparsely drilled gold resources and district scale land positions in the Abitibi, followed by aggressive drill focused exploration, has led to a multitude of new discoveries and tremendous value creation for shareholders on multiple fronts including Lake Shore Gold, Osisko Mining, Detour Lake Gold, Kirkland Lake Mines, Queenston Mining, and of course West Timmins Mining over the last five years. Application of the new exploration models which have emerged from these successes to the least explored of the major gold-bearing shear zone systems in the Abitibi is a tremendous opportunity for the Company and its shareholders."

The Projects

Under the terms outlined below, conditional on the successful completion of certain conditions precedent, including but not limited to due diligence by the Company, TSX Venture Exchange ("TSXV") approval and completion of the necessary financing to complete the transactions, Balmoral will acquire from Vancouver, British Columbia based American Bonanza Gold Corp. ("Bonanza")(TSXV;BZA) a 100% interest, subject only to a one-time payment of US $450,000 on commencement of commercial production, in four projects – three in Quebec and one in Ontario - which are all gold focused and situated along productive gold-bearing structures. In addition the Company will, subject to similar conditions, enter into an option agreement with Rouyn-Noranda, Quebec based Radisson Mining Resources Inc. ("Radisson")(TSXV;RDS) to acquire up to a 60% interest in Radisson's interest in the Detour East (Massicotte) Project in Quebec which extends east from the Quebec border for 20 kilometres along the Detour Lake Deformation Zone.

Fenelon, Quebec

The projects to be acquired from Bonanza include the high-grade Fenelon gold deposit located in central Quebec. Shallow drilling and initial underground development by previous operators at Fenelon have defined a National Instrument 43-101- Standards of Disclosure for Mineral Projects ("NI43-101") compliant measured and indicated resource of 47,927 tonnes at an average capped gold grade of 19.61 g/t and an additional inferred resource of 27,245 tonnes at an average capped gold grade of 12.79 g/t gold (InnovExplo, 2004). These resources are defined from surface to a maximum depth of only 175 metres with the measured and indicated resources all occurring above 100 vertical metres.

The high grade gold-sulphide mineralization at Fenelon is hosted by a series of silicified shears zones cutting an ultramafic intrusion, a common host to gold mineralization throughout the Abitibi. The Fenelon deposit shares several similarities with the high-grade portion of the 17+ million ounce Detour Lake deposit which is also situated along the Sunday/Detour Lake Deformation Zone. 95% of the historic drilling on the Fenelon deposit has been concentrated within 100 metres of surface, whereas the high-grade portion of the Detour Lake mine was exploited to a vertical depth of 2,000 metres. The Fenelon property extends along the Detour Lake Deformation Zone for approximately 12 kilometres.

During 2001 previous project operators excavated a small open pit and accessed the Fenelon deposit via a ramp and two underground development levels at 15 and 35 metres vertical depth. An 8,300 tonne bulk sample collected from a small open pit atop the deposit was test milled at the Camflo mill in Malarctic and demonstrated gold recoveries ranging from 95 to 97% with a calculated head grade of 9.80 g/t gold. The Fenelon project is road accessible and a fully functional exploration camp will be acquired along with the property.

The most recent drill program at Fenelon, completed in 2007, intersected a new zone of gold mineralization approximately 300 metres to the northwest of the deposit in a similar geological environment. This new discovery returned 6.20 g/t gold over 3.00 metres and is open in all directions.

Initial drilling at Fenelon is anticipated to focus on expansion of the existing gold resource, tracking the gold mineralized system to depth and follow-up of anomalous gold intercepts elsewhere on the property.

N2 (Northway-Noyon) Property, Quebec

The N2 property is located along the Casa Berardi – Douay Deformation Zone. The N2 property is located immediately east and south of the Vezza gold deposit recently purchased by North American Palladium. The Vezza deposit hosts a NI43-101 compliant measured and indicated resource of 1.52 mT grading 5.9 g/t gold (see press release of North American Palladium dated April 20, 2010) and is accessible via a 741 metre, four level vertical exploration shaft which is located less than 500 metres from N2 Property.

The N2 property hosts six known zones of gold mineralization. Cyprus Canada Inc. ("Cyprus"), prior to the institution of NI 43-101 (1984), calculated a "geological resource" of 18.2 mT grading 1.48 g/t gold at a cut-off grade of 0.5 g/t (containing 778,000 ounces of gold) from broadly spaced drilling of five of the shallow gold zones on the N2 property. Drilling since the preparation of this resource estimate has supported the grade x thickness of the drill intercepts used in the calculations completed by Cyprus. However no recent, NI43-101 compliant resource estimate has been completed on the N2 Property. (Note that these resources are historic in nature and not NI43-101 compliant having been prepared before the institution of NI43-101. They are included here for completeness of disclosure. Investors are cautioned that "geological resources" are considered conceptual in nature and there is no guarantee that historic "geological resources" will be able to be converted into NI43-101 compliant resource categories or demonstrate economic viability).

The gold bearing system on the N2 property is extensive with known zones of gold mineralization localized along at four separate, laterally extensive, geological horizons. Drilling has intersected gold mineralization to vertical depths of 310 metres and all zones remain open to depth. Lower grade gold "envelopes" ranging between 3 and 110 metres in width, locally surround cores of higher grade gold mineralization similar to that observed at the adjacent Vezza deposit and elsewhere along the Casa Berardi - Douay Deformation Zone.

Data compilation efforts for the Northway Project will commence immediately on completion of the transaction with a goal of identifying initial drill targets for testing in early 2011.

Martiniere Property, Quebec

The Martiniere Property is centered 22 kilometres west of the Fenelon property along the Detour Lake Deformation Zone. The Ultramafic Zone on the Martiniere Property is hosted within a sheared ultramafic intrusion, a setting similar to both the Fenelon and Detour Lake gold deposits. Shallow drilling has traced this gold bearing structure for 800 metres along strike returning a number of high-grade gold intercepts including 14.40 g/t gold over 4.20 metres, 5.9 g/t gold over 6.5 metres, 6.2 g/t gold over 4.1 metres and 12.4 g/t gold over 2.5 metres.

The Ultramafic Zone remains open in all directions and is a priority exploration target. The Company anticipates undertaking a drill program on the property commencing in late 2010 or early 2011. The bulk of the 24 square kilometre Martiniere Property remains to be explored and several targets outside the main Ultramafic Zone have been identified in preliminary analysis of historic exploration data.

Northshore Property, Ontario

The Northshore Property is located four kilometres south of the town of Schreiber in Ontario and approximately 70 kilometres west along the Trans-Canada Highway from the Hemlo gold deposit in the Schreiber-Hemlo greenstone belt. Gold mineralization at Northshore is located in a series of sub-parallel shear zones which crosscut syenitic and quartz porphyry intrusions. Gold mineralization has been identified along several of these structures including the Afric Zone and former high-grade Northshore Gold Mine. In 1990 Noranda Inc., prior to the institution of NI43-101, calculated a non-NI43-101 compliant, near surface "geological resource" for the Afric Zone of 2.0 mT grading 2.20 g/t gold (140,000 ounces) based on the completion of 20 drill holes. Subsequent drilling in the vicinity of the Afric Zone has confirmed the grade and thickness of the intercepts utilized in the Noranda calculation.However no recent NI43-101 compliant resource estimate has been prepared for the property. Gold mineralization in the Afric Zone occurs over drill indicated widths of 17 to 111 metres and higher grade intercepts are common within a broader envelope of gold mineralization. (Note that these resources are historic in nature and not NI43-101 compliant having been prepared before the institution of NI43-101. They are included here for completeness of disclosure. Investors are cautioned that "geological resources" are considered conceptual in nature and there is no guarantee that historic "geological resources" will be able to be converted into NI43-101 compliant resource categories or demonstrate economic viability).

The historic Northshore mine located on the Property produced a small tonnage of very high-grade gold mineralization, averaging approximately 21.94 g/t gold, between 1935 and 1937 from a second shear system located approximately 500 metres north of the Afric Zone. This shear system has seen very little modern exploration and drill testing. Its location at or near a prominent syenite-volcanic contact is considered highly prospective for the development of additional gold mineralization.

Certain of the mineral claims on the Northshore Property have attached patented surface rights which will also be acquired as part of the transaction with Bonanza. An initial program of surface geological and alteration mapping will be conducted on the Northshore Property following completion of the transaction with a goal of increasing the understanding of the geologic and structural relationships on the property in preparation for additional drill testing.

Detour East (Massicotte) Property

The Company will also acquire, by way of a separate transaction with Radisson, the right to acquire up to a 60% interest in Radisson's interest in the Detour East Property. The Detour East Property covers over 20 kilometres of the Sunday/Detour Lake and Lower Detour Lake Deformation Zones stretching east from the Quebec-Ontario border. The Detour East property is located immediately east of the Detour Lake Gold Project which hosts probable measured and indicated in-pit mineral resources of 362.10 million tonnes grading 1.05 g/t gold, equating to over 12.24 million ounces of gold (final short form prospectus dated July 12, 2010 and filed on SEDAR by Detour Gold Corporation).

Previous exploration on the Detour East Property has been largely focused on a number of zones of gold mineralization which can be traced for 13 kilometres along the southern, Lower Detour Lake Deformation Zone. A detailed airborne survey of the property, completed in 2007, subsequent to completion of the vast majority of drilling on the property, provides a high degree of resolution of the structural and geologic features throughout the property. The Company will target gold mineralization in a variety of geological settings on the Detour East Property going forward. It is anticipated that initial work on the property will commence shortly after completion of the transaction.

The Transactions

Bonanza Agreement

Under the terms of a letter of offer dated August 10, 2010 between the Company and Bonanza, the Company has been granted the exclusive right to enter into a purchase and sale agreement (the "Bonanza Agreement") to purchase Bonanza's rights to earn a 100% interest in the Fenelon, N2, Martiniere and Northshore Properties along with certain surface rights attached to the Northshore Property, the Fenelon exploration camp and materials and related exploration data subject only to a one-time payment of US $450,000 on commencement of commercial production. In consideration for the acquisition of Bonanza's Canadian exploration assets the Company will make a one-time cash payment of $3.7 million to Bonanza and issue in favour of Bonanza a total of 4.5 million common shares of the Company subject to standard four month hold provisions and to certain resale restrictions. Both the cash payment and share issuance are to be made within 10 days of receipt of regulatory approval and closing of the financing announced herein.

Closing of the Bonanza Agreement is subject to the satisfaction of certain conditions precedent, including but not limited to, completion of legal due diligence by the Company, signing of a formal purchase agreement by the parties, completion by the Company of a minimum financing of $5.0 million or such amount necessary for the Company to meet minimum listing conditions on the TSXV in relation to the transaction and the approval of the TSXV of the acquisition as part of the Company's reactivation from its current listing on the NEX to the TSXV.

Radisson Agreement

Under the terms of a letter of offer dated August 11, 2010 between the Company and Radisson the Company has acquired the exclusive right to enter into an option and joint venture agreement (the "Radisson Agreement") whereby the Company will have the right to acquire up to a 60% interest in Radisson's interest in the Detour East (Massicotte) Project.

Under the terms of the letter of offer, the Company will have a first option to acquire a 51% interest in the Detour East Property by making staged cash payments totaling $150,000 by the second anniversary of TSXV approval, issuing in favour of Radisson a total of 100,000 common shares by the first anniversary of TSXV approval and undertaking a total of $1,800,000 in exploration expenditures on the property prior to the third anniversary of TSXV approval of the transaction.

The Company will also hold a second option, whereby the Company can, upon vesting of its first option rights, elect to acquire an additional 9% (for a total of 60%) interest in the property through the delivery to Radisson of a NI43-101 compliant resource report demonstrating a total of 500,000 gold equivalent ounces in the measured and indicated resource categories on the property or by undertaking an additional $1,500,000 in exploration expenditures by the third anniversary of election to proceed with the second option.

Radisson currently holds a 100% interest in 537 claims comprising 96.8% of the Detour East Property. In addition, Radisson holds a 60.6% joint venture interest in an additional 18 claims which comprise 3.2% of the total property package. The remaining 39.4% participating interest in these 18 claims is currently held by Encana Corporation.

Completion of the Radisson Agreement is subject to the satisfaction of certain conditions precedent, including but not limited to, execution of the Bonanza Agreement, legal due diligence by the Company, completion by the Company of a minimum $5.0 million dollar financing or such minimum financing as may be required by the TSXV to complete the proposed reactivation , approval of the transaction as part of the Company's reactivation on the TSXV and completion of the Radisson Agreement between the parties.

The initial cash payment ($50,000) and share issuance (50,000 common shares) under the Radisson Agreement are due within 10 days of receipt of regulatory approval of the Transaction and closing of the related financing. The Company has also undertaken to complete a minimum $325,000 work program on the property within the first 12 months following receipt of regulatory approval.

Both the Bonanza Agreement and Radisson Agreement are arms length from the Company. Subject to further review by the TSXV, the Company does not anticipate that shareholder approval will be required to proceed with the transactions and proposed financing.

The Financing

The Company also announced today that it has entered into an engagement letter with a syndicate of agents to be co-led by Haywood Securities Inc. and Raymond James Ltd., and including Canaccord Genuity Corp. (collectively the "Agents"), under which the Agents have offered to place, on a "commercially best efforts" private placement basis $15,000,000 in securities of the Company, comprised of units at an issue price of $0.60 per unit (the "Unit") and/or flow-through shares at an issue price of $0.80 per flow-through share (the "Offering"), subject to a maximum of $4,000,000 in gross proceeds from the issuance of flow-through shares.

Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant shall entitle the holder thereof to purchase one Common Share of the Company for a period of 24 months following the closing date at an exercise price of $0.94.

In consideration of the Agent's services, the Company has agreed to pay the Agents a commission of 6% of the gross proceeds of the Offering, payable at the Agent's option in cash or common shares, the latter to be valued at $0.60, or in any combination of cash or common shares. The Agents will also be issued broker warrants (the "Broker Warrants") which will entitle the Agents to acquire that number of Broker Warrants equal to 6.0% of the flow-through shares and Units sold pursuant to the Offering. Each Broker Warrant will entitle the holder to acquire one common share of the Company at a price of $0.94 for 24 months from the closing date.

The net proceeds raised from the Offering will be used by the Company for acquisition of the properties described above, initial exploration and drill testing of said properties, confirmation of historic resources on the property in order to bring them into compliance with NI43-101 requirements, retirement of debt obligations and for general working capital purposes.

Closing of the Offering is anticipated to occur on or before October 4, 2010 and the Offering will be completed in conjunction with the receipt of regulatory approvals, including the approval of the TSXV for the Offering, the transactions which are the basis for the reactivation of the Company as described above and the entering into by the Company and the Agents of an agency agreement. The securities issued will be subject to a four month hold period under applicable securities laws in Canada.

Mr. Darin Wagner (P.Geo.), President and CEO of the Company, is the non-independent qualified person for this technical disclosure contained in this news release. Mr. Wagner has visited the majority of the properties and reviewed the technical documents from all of the projects. Mr. Wagner has not independently verified the resource estimates contained within this news release but has reviewed the drilling data on which they are based.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.

About Balmoral Resources –

Balmoral Resources is a newly formed Vancouver-based precious metal exploration and development company focused on district scale gold and silver opportunities in politically favourable jurisdictions in North America. With a philosophy of creating value through the drill bit and with a focus on proven productive precious metal belts Balmoral is following an established formula with a goal of maximizing shareholder value through discovery.

On behalf of the board of directors of


Darin Wagner, President and CEO,

This press release includes certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer to future events. Forward-looking statements in this press release include, but are not limited to, statements regarding the anticipated property interest acquisitions from Bonanza and Radisson and the terms and conditions of the acquisitions, the content, cost, timing and results of future anticipated exploration programs on the properties, the anticipated discovery and delineation of mineral resources/reserves on the properties, and proposed financing plans. Although the Company believes that such statements are reasonable, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward-looking statements. Important factors that could cause actual events and results to differ materially from the Company's expectations include the need to satisfy the conditions set forth in any definitive agreement entered into in connection with the Offering and with each of the Bonanza and Radisson Agreements; the need to satisfy regulatory and legal requirements with respect to the Bonanza and Radisson Agreements and the Offering; risks related to the Company's reactivation on the Exchange; risks related to the exploration stage of the Company's projects; market fluctuations in prices for securities of exploration stage companies; and uncertainties about the availability of additional financing; risks related to the Company's ability to identify one or more economic deposits on the properties, and variations in the nature, quality and quantity of any mineral deposits that may be located on the properties; risks related to the Company's ability to obtain any necessary permits, consents or authorizations required for its activities on the properties; and risks related to the Company's ability to produce minerals from the properties successfully or profitably. Trading in the securities of the Company should be considered highly speculative.

This press release references "inferred resources". We advise investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. "Inferred resources" have a great deal of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of a feasibility or pre-feasibility study, except in rare cases. This press release also makes reference to "geological resources". Geological resources are by definition herein not NI43-101 compliant and are included herein in for historic context and completeness of disclosure only. There can be no assurances that any geological resources will be able to be moved into a NI43-101 compliant resource or reserve category or demonstrate any economic viability. Investors are cautioned not to rely on "geological resources" when making their investment decisions.

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

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