G4G Resources Ltd.

TSX VENTURE : GXG


G4G Resources Ltd.

January 30, 2014 14:25 ET

G4G Resources Signs LOI With Ryan Gold Corp. and Will Conclude a Concurrent Private Placement Following a 10:1 Consolidation of Its Common Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 30, 2014) - G4G Resources Ltd. (TSX VENTURE:GXG) ("G4G" or the "Company") has entered into a letter of intent ("LOI") with Ryan Gold Corp. ("Ryan") pursuant to which G4G will acquire an option (the "Option") to earn an undivided 60% interest (the "Interest") in the ARM property (the "Property") which consists of 544 contiguous mining claims located in the Whitehorse Mining District east of Kluane Lake's Talbot Arm, Yukon. G4G will also (i) consolidate its outstanding common shares (the "Consolidation") pursuant to which shareholders of G4G shall receive one "new" common share (a "Post-Consolidation Share") for every 10 common shares previously held; and (ii) complete a concurrent private placement (the "Private Placement"), all as further described below.

In order to exercise the Option and thereby acquire the Interest, G4G must:

(i) issue an aggregate of 400,000 Post-Consolidation Shares to Ryan upon receipt of TSX Venture Exchange ("TSXV") approval of the Option;

(ii) make payments to Ryan as set forth below, which payments may be made in cash or in Post-Consolidation Shares at the option of G4G:

  • CDN$50,000 on the second anniversary of the date of Option grant (the "Effective Date");
  • CDN$75,000 on the third anniversary of the Effective Date;
  • CDN$100,000 on the fourth anniversary of the Effective Date; and
  • CDN$150,000 on the fifth anniversary of the Effective Date; and

(iii) incur total expenditures on the Property in the aggregate amount of CDN$600,000 over a five year period, of which a firm commitment of CDN$50,000 must be incurred within the first year.

The acquisition of the Option is conditional upon execution of a definitive option agreement and the receipt of TSXV approval.

G4G proposes to effect the Consolidation, following which it will complete the Private Placement, convert an aggregate of CDN$165,000 in debt into 3,300,000 Post-Consolidation Shares (the "Debt Conversion") and acquire the Option, all as further described below. It is contemplated that the closing of the Private Placement and the acquisition of the Option will occur simultaneously.

G4G proposes to complete the Consolidation pursuant to which shareholders of G4G would receive one Post-Consolidation Share for every 10 common shares previously held. There are currently an aggregate of 32,368,251 common shares of G4G issued and outstanding. Accordingly, it is anticipated that there will be approximately 3,236,825 Post-Consolidation Shares outstanding immediately following the Consolidation, and before giving effect to the Private Placement, Debt Conversion or any Post-Consolidation Shares issuable in connection with the acquisition of the Option. Completion of the Consolidation will be subject to the receipt of shareholder approval and the approval of the TSXV.

The Private Placement shall consist of a non-brokered offering of up to 13,000,000 Post-Consolidation Shares at a price of CDN$0.05 per share to raise aggregate gross proceeds of up to CDN$650,000. The Post-Consolidation Shares will be sold pursuant to exemptions from prospectus requirements to residents of Canada and such other jurisdictions as may be determined by G4G. The gross proceeds of the Private Placement will be used: (i) as to $50,000, for completion of exploration of the Property; (ii) as to $235,000 to repay current accounts payable; and (iii) as to the balance, for general and administrative expenses. Ryan intends to purchase up to 3,100,000 Post-Consolidation Shares in the Private Placement.

Completion of each of the Private Placement and Debt Conversion will be subject to the receipt of TSXV approval.

About the Property

The Property is located on the eastern flank of the Talbot Arm of Kluane Lake, approximately 25 km from Burwash Landing. A grid of 2,782 soil samples were collected in 2012 over an area of anomalous ridge and spur samples. Two areas of interest have now been identified in the grids. The results show that 21.3% or 10 of the samples returned gold values>100 ppb Au. Of these, 4 samples registered gold values in excess of 1.0 gpt Au with the highest being 3.67 gpt Au which came from a dark grey coloured oxidized specimen of quartzite containing galena, pyrite and pyrrhotite. A magnetic and radiometric geophysical survey was also flown in August, 2012, which revealed a complex structural arrangement within the Property boundaries.

The above scientific and technical disclosure regarding the Property has been prepared under the supervision of Peter Dadson, B.Sc., P. Geol., a "qualified person" within the meaning of National Instrument 43-101.

About G4G Resources

G4G Resources Ltd. is a Canadian-based mineral exploration and development company.

Forward-Looking Statement

This document may contain or refer to forward-looking information based on current expectations, including, but not limited to the availability and timing of applicable shareholder and regulatory approvals, the availability of financing, the potential acquisition of the Option, future exploration or project development programs and the impact on the Company of these events. Forward-looking information is subject to significant risks and uncertainties, as actual results may differ materially from forecasted results. Forward-looking information is provided as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances. For a detailed list of risks and uncertainties, as it relates to G4G Resources Ltd., please refer to the Company's 2006 Annual Report filed with SEDAR on April 30, 2007.

Should you wish to receive Company news via email, please email ir@g4gresources.com and specify "G4G News" in the subject line.

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.

Contact Information

  • G4G Resources Ltd.
    Basil Botha
    President and CEO
    604-602-9868
    604-602-9867 (FAX)
    ir@g4gresources.com