Brigadier Gold Limited
TSX VENTURE : BRG

Brigadier Gold Limited

April 30, 2014 12:39 ET

Brigadier Gold Limited Enters Into a Revised Letter of Intent With the Shareholders of Molycomex S.A. de C.V. to Restructure the Letter Announced February 19th, 2014

TORONTO, ONTARIO--(Marketwired - April 30, 2014) - Brigadier Gold Limited (TSX VENTURE:BRG) and Molycomex S.A. de C.V Ltd. ("Brigadier") has entered into a replacement letter of agreement with the shareholders of Molycomex S.A. de C.V. ("Molycomex") which replaces the terms and conditions with which Brigadier will acquire a 70-per-cent undivided right, title and interest in 5 additional Cuatro Cienegas mineral properties in Mexico (the "Assets") through Molycomex. (the "Acquisition").

The revisions remove the purchase of the holding company of Molycomex (Mexican Copper Mines (Guernsey) Limited), which had no assets other than the shares of Molycomex, so as to remove the disclosure and audit obligations on that company and simplify the Transaction. It also redefines the provisions and amounts of performance warrants issuable as part of the Transaction to bring them into compliance with TSX-Venture Exchange policy. Under the new Letter, Brigadier will issue 20,000,000 consolidated treasury shares (following a consolidation of its outstanding shares on a 10 for one basis, to be presented to a special shareholder meeting), subject to the approval of the TSX Venture Exchange. In addition, Brigadier will issue warrants with the following terms:

(a) If Brigadier obtains, within three (3) years from completing the Acquisition, a report prepared in conformity with the requirements of National Instrument 43-101 ("NI 43-101") disclosing that the Assets contain 200,000 tonnes of ore, with a grade of not less than 1% copper equivalent, then the warrant holder may exercise the warrant and acquire 10,000,000 Consolidated Shares;
(b) If Brigadier obtains, within four (4) years from completing the Acquisition, a report prepared in conformity with the requirements of NI 43-101 disclosing that the Assets contain 500,000 tonnes of ore, with a grade of not less than 1% copper equivalent, then the warrant holder may exercise the warrant and acquire 10,000,000 Consolidated Shares;

In connection with the Acquisition, Molycomex has agreed to amend the terms of the $2,041,014 debenture, such that the debenture shall bear interest at 12% and become convertible as to interest and principal, at the option of Brigadier at the price of $0.25 per share during the 4 years following completion of the Transaction.

Subject to Exchange approval, Brigadier Gold will pay a finder's fee to an unrelated third party in connection with this transaction by the issuance of 2 million post consolidated shares in the Company subject to TSX Venture Exchange approval.

Concurrent with the completion of the Transaction, Brigadier will complete a private placement of its Consolidated Shares to raise a minimum of US$2,000,000 and a maximum of US$3,000,000 at a price of $0.25 CAD per Consolidated Share, subject to the consent of the TSX Venture Exchange.

About the Assets

The properties are situated in the State of Coahuila, Mexico, almost adjacent to Brigadier's Granizo and Don Indio Properties, some 50 km southeast of the town of Cuatro Ciénegas. The Properties lie along the foot of the Sierra San Marcos y Pinos range and are composed of 5 concessions, totalling 14,859 ha, namely: the Apache 4, Apache 14, San Antonio, Jabali and Jabali 2 concessions. The Apache 14, San Antonio, Jabali and Jabali 2 concessions all fall within the Apache 4 concession. Molycomex has a 100% interest in the Apache 4 concession and a 70% interest in the Apache 14, San Antonio, Jabali and Jabali 2 concessions. There are 3 additional concessions, which lie within the Apache 4 concession that are not owned by Molycomex, namely the Martha (210 ha) and the two El Ojito claims (43 ha and 83 ha respectively).

On the Molycomex Properties, stratabound copper-silver mineralization occurs within arenites and arkoses at the top of the Lower Cretaceous San Marcos Formation, just below a zone of carbonaceous beds grading into limestones of the Lower Cretaceous Cupido Formation. The stratabound Cu-Ag mineralization can be traced in outcrop for some 40 km northwest to southeast and has an, as yet, undefined down-dip extension to the northeast. The mineralization occurs in 1.7 m- to 5.69 m-thick, concordant layers referred to as "mantos". The mantos carry Cu and Ag minerals, (predominantly supergene chrysocolla, malachite, azurite and tenorite). Small amounts of primary copper sulphide minerals, such as chalcocite and argentite, occur within the quartz cement of the arenites, Exploration during 2012 revealed mantos carrying grades of 0.2 to 18.0 % copper and 2 to 592 g/t silver.

There are presently five main showings on the Molycomex Properties, namely: the Buena Suerte, San Antonio, Ojitos, Emes and Las Juanitas showings. The Buena Suerte and San Antonio showings are currently the primary exploration targets.

The San Antonio and Buena Suerte showings are part of one continuous manto, which has a thickness of 1.4 to 4.25 m and has been traced continuously along strike for 1.2 km. Calculated weighted sample averages from the San Antonio-Buena Suerte manto indicate grades of between 0.02 to 4.91% Cu and 1 to 51 g/t Ag. Localized sample intervals show enrichment in Cu and Ag: a 0.48 m zone of 4.26% Cu, a 0.75 m zone of 5.77% Cu, a 0.70 m zone of 14.9% Cu and 91 g/t Ag, a 0.79 m zone of 5.87% Cu, and a 0.85 m zone of 159 g/t Ag. The down-dip extent of this manto remains open for the San Antonio and Buena Suerte showings.

The Ojitos showing, discovered in 2011, has a mineralized thickness of 0.5 to 5.69 m, with calculated weighted trench-sample averages ranging from 0.03 to 3.66% Cu and 1 to 583 g/t Ag. Locally, mineralized zones show enrichment in Cu and Ag: a 0.80 m zone of 18.05% Cu, a 1.30 m zone of 9.79% Cu, a 2.49 m zone of 6.93% Cu, a 0.64 m zone of 16.75% Cu and 592 g/t Ag, a 0.66 m zone of 5.81% Cu and 197 g/t Ag, and a 0.70 m zone of 583 g/t Ag.

Some 1.5 km northwest of Ojitos is the Emes showing, also discovered in 2011. A grab sample from this manto carried 2.65% Cu and 48 g/t Ag.

The northernmost showing on the Molycomex Property is Las Juanitas. This showing is situated stratigraphically deeper than the above-mentioned showings (within the L. Cretaceous San Marcos Formation). The manto has a thickness of 0.4 to 2.0 m and grades 0.01 to 2.83 % Cu and 1 to 63 g/t Ag. Locally, mineralized zones show enrichment in Cu and Ag, including a 0.5 m zone of 2.83% Cu and 63 g/t Ag. The down-dip extension, as with the other showings, is yet to be defined by drilling.

It is postulated that these Cu-Ag bearing mantos were generated when deep, hot, oilfield basinal brines leached Cu and Ag (plus a spectrum of other elements including Zn, Pb) from sedimentary and igneous rocks. During an orogenic phase, these hot, metalliferous brines migrated towards the surface through the Cretaceous strata. The fluids then encountered an oxidation/reduction boundary in the Lower Cretaceous strata and thus Cu and Ag sulphides were precipitated. Subsequent interaction with oxidizing ground waters partially broke down the metal sulphides and deposited the secondary copper and silver minerals.

Sediment-hosted copper deposits are traditionally classified into two types: the Kupferschiefer type and the redbed type. The Cu-Ag deposits of the Cuatro Ciénegas area belong to the latter redbed type. Elsewhere in North America redbed copper deposits, similar to those around Cuatro Ciénegas, occur at Las Vigas (Chihuahua, Mexico), Spar Lake (Montana, USA), Rock Creek and Montanore (Montana, USA), and Creta (Oklahoma, USA). Evidence from recent exploration reveals characteristics of the Cu-Ag deposits on the Molycomex Properties which bear many striking similarities to the deposits of the Copper Belt of Zambia and the Democratic Republic of the Congo, which have to date produced in excess of 1 billion tonnes of copper metal from ores with an average grade of approximately 2.7% Cu, together with significant quantities of Ag.

These results were obtained by qualified personnel during the preparation of an NI 43-101 report and can be considered accurate. This report on the Madero property was written by Dahrouge Geological Consulting Ltd. and dated December 11, 2013. It was filed on www.sedar.com, on February 28th, 2014. William R. Gilmour, BSc, PGeo, of Discovery Consultants of Vernon, BC, and a qualified person as defined by NI 43-101, has supervised the preparation of the scientific and technical information that forms the basis for this news release.

Neither the 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 news release.

FORWARD-LOOKING STATEMENTS: This news release contains certain "forward-looking statements." All statements, other than statements of historic fact, that address activities, events or developments that Brigadier believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek," "anticipate," "believe," "plan," "estimate," "expect," and "intend" and statements that an event or result "may," "will," "can," "should," "could," or "might" occur or be achieved and other similar expressions. These forward-looking statements reflect the current expectations or beliefs of Brigadier based on information currently available to Brigadier. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of Brigadier to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on Brigadier. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to successfully complete financings, capital and other costs varying significantly from estimates, production rates varying from estimates, changes in world copper and/or gold or other mineral markets, changes in equity markets, uncertainties relating to the availability and costs of financing needed in the future, equipment failure, unexpected geological conditions, imprecision in resource estimates, success of future development initiatives, competition, operating performance of facilities, environmental and safety risks, delays in obtaining or failure to obtain tenure to properties and/or necessary permits and approvals, and other development and operating risks. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Brigadier disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although Brigadier believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

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