GFK Resources Inc.

GFK Resources Inc.

July 20, 2016 08:00 ET

GFK Resources Amends Transaction With Adventure Gold to Purchase Properties

MONTREAL, QUEBEC--(Marketwired - July 20, 2016) - GFK Resources Inc. (TSX VENTURE:GFK) (the "Company") announces, following an extensive internal review, that the Company has signed a new agreement (the "Agreement") with Adventure Gold Inc. ("Adventure Gold"), now a wholly-owned subsidiary of Probe Metals Inc., whereby:

  1. the option agreement (the "Option Agreement") with Adventure Gold dated December 11, 2013 regarding the Company's option (the "Option") to acquire up to a 100% interest in a series of nine blocks of mining claims collectively known as the Casa-Cameron project has been terminated (see news release dated December 12, 2013 for more details on the original transaction);
  2. the Company has agreed to purchase from Adventure Gold three properties forming part of the Casa Cameron project (the "Properties"), being Vezza North, Vezza Extension and Bachelor Extension, in exchange for the issuance of a total 3,000,000 common shares of the Company (the "Acquisition");
  3. the Company shall also pay an additional amount of $1,000,000 upon the filing of a pre-feasibility study on a property forming part of the Properties (for a maximum amount of $3,000,000), payable in cash or common shares of the Company (the "Milestone Payments"); and
  4. the Company shall grant Adventure Gold a 2% NSR royalty on the Properties, 1% of which may be bought back by the Company for $1,000,000.

At the closing of the Acquisition, the termination of the Option and Option Agreement requires the Company to make a good standing payment (the "Good Standing Payment") of $275,000 to Adventure Gold, payable as $175,000 on closing and a further $100,000 payable no later than November 15, 2016, failing which the Company shall pay a penalty fee to Adventure Gold comprised of (i) an amount equal to 10% of the Good Standing Payment, and (ii) an amount equal to 2% of the Good Standing Payment for each full month after November 15, 2016 in which the Good Standing Payment remains outstanding. Such penalty fee shall be payable in cash or in common shares of the Company, or a combination of both at the discretion of the Company. The number of common shares which may be issued to Adventure Gold under the Milestone Payments and the Good Standing Payment shall not exceed 30 million shares.

The parties expect to proceed with the closing of the Acquisition over the next few days, subject to numerous conditions customary to this type of transaction, including the delivery of the required closing documents and the receipt of final regulatory approval.

About GFK

GFK Resources Inc. is a mining exploration company focused on discovering high quality gold deposits close to existing mines in the Abitibi Greenstone Belt located in north-west Quebec and north-east Ontario - one of the most prolific gold deposits areas in the world. GFK holds assets in Val-d'Or and is optioning / buying new quality assets in Chapais-Chibougamau mining camp, Urban-Barry area and along the Casa-Berardi-Cameron Gold Break. All our projects are located in proven environment with strong potential for new gold discoveries, where exploration costs are low.

Source: Louis Morin, CEO

Neither the 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

  • GFK Resources Inc.
    Louis Morin