Everton Resources Inc.
TSX VENTURE : EVR
FRANKFURT : ERV

Everton Resources Inc.

September 27, 2010 08:53 ET

Everton Signs Binding Letter Agreement for the Sale of Shoal Lake Gold Properties to Kaskattama for $7.6 Million

OTTAWA, ONTARIO--(Marketwire - Sept. 27, 2010) - Everton Resources Inc. ("Everton") (TSX VENTURE:EVR)(FRANKFURT:ERV) is pleased to announce that it has signed a binding letter agreement to sell all of the issued and outstanding shares of its wholly-owned subsidiary Hays Lake Gold Inc. ("HLG") to Kaskattama Inc. ("Kaskattama") for a total consideration of approximately $7.6 million. HLG holds the Shoal Lake Gold properties comprised of two significant high grade gold deposits: Duport and Cedar Island, on 81.3 km2, located in the Shoal Lake area, near Kenora, Ontario. The $7.6 million consideration is allocated as follows (all currency amounts in Canadian Dollars, unless otherwise indicated):

  • $2 million in cash to be paid upon execution of a final Sale and Purchase Agreement
  • 14 million shares of Kaskattama at a minimum price of $0.40 per common share

The transaction is expected to close by no later than November 15, 2010, or any other date agreed to in writing by the parties, and is subject to various conditions customary to this type of transaction, among which:

  1. Completion by Kaskattama of a legal, technical, and environmental due diligence investigation on HLG and its business with the results of such investigation being acceptable to Kaskattama in its sole and absolute discretion no later than October 31st , 2010;
  2. Successful financing to allow Kaskattama to make the $2 million cash payment to Everton;
  3. Listing of Kaskattama's common shares on the TSX or TSX-V by no later than November 30th, 2010.

Kaskattama currently has 39,697,500 shares outstanding. Following the issue of 14 million shares to Everton, but before financing, Everton will own 26% of Kaskattama. Kaskattama intends to raise approximately $10 to $15 million in its financing, of which $2 million will be payable to Everton.

Everton purchased HLG one year ago on September 17, 2009 through the issuance of 11,999,938 common shares at a fair value of $0.17 per share plus certain other costs for a total purchase price of $2.4 million. Including the cost of the acquisition and all property related payments and exploration expenditures capitalized to date, the current carrying value of properties being sold to Kaskattama is approximately $4.5 million. Based on the above purchase price, Everton expects to realize a minimum gain of $3.1 million using a value of $0.40 per Kaskattama common share.

"We believe that Kaskattama's experienced management will focus on driving this project forward" stated Andre Audet, Chairman and CEO of Everton. "Completion of this transaction crystallizes significant value for Everton shareholders and will give the Company cash and liquid assets allowing us to focus on our exploration expertise, advancing the drilling programs in the Dominican Republic, where we hold a substantial land package adjacent to Barrick and Goldcorp's Pueblo Viejo project which is currently being developed at an estimated cost of US$2.7 billion," commented Mr. Audet.

Kaskattama:

Kaskattama is a Canadian controlled private corporation based in Toronto, Ontario. It was incorporated under the Business Corporation Act (Ontario) on July 11, 2007. Kaskattama has a mining business development plan targeting undeveloped assets for near term resource development. It has a Canadian focus with preference given to partnerships with First Nations.

Everton

Everton is actively exploring in the Dominican Republic adjacent to the US$2.7 billion Pueblo Viejo project, currently being developed by the world's largest gold mining company, Barrick Gold Corporation (60%) (NYSE/TSX: ABX) in partnership with Goldcorp (40%) ("Goldcorp") (NYSE: GG, TSX: G). Everton also holds through its 100%-owned subsidiary Hays Lake Gold various options consolidated land package located in the Shoal Lake area, near Kenora, Ontario. The Shoal Lake Gold Project is comprised of two significant high grade gold deposits: Duport and Cedar Island on 81.3 km2. The Company is also exploring in the Opinaca region of James Bay, Quebec where the Company has amassed one of the largest land claims adjacent to Goldcorp's Eleonore gold deposit.

This news release contains certain forward-looking statements that involve risks and uncertainties, such as statements of Everton's plans, objectives, strategies, expectations and intentions. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to Everton, or its management, are intended to identify such forward-looking statements. Many factors could cause Everton's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. The forward-looking statements included in this press release represent Everton's views as of the date of the release. While Everton anticipates that subsequent events and developments may cause its views to change, it specifically disclaims any obligation to update these forward-looking statements, except in accordance with applicable securities laws. Accordingly, readers are advised not to place undue reliance on forward-looking information. All subsequent written and oral forward-looking statements attributable to Everton or persons acting on its behalf are expressly qualified in their entirety by this notice. 

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 release.

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