Goldmark Minerals Ltd.

Goldmark Minerals Ltd.

November 23, 2006 18:04 ET

Goldmark Announces New Management, Financing and New Mining Focus

CALGARY, ALBERTA--(CCNMatthews - Nov. 23, 2006) - Goldmark Minerals Ltd. (TSX VENTURE:GMK)today announced a new management team, private placement financing and plans for the acquisition of new properties and a property disposition. The purpose of these changes is to refocus the Company's efforts, from placer mining in Alaska to the acquisition of precious metal properties in South America, initially focusing on Ecuador.

Private Placement

Goldmark has agreed to issue, by way of a private placement, 2,550,000 common shares at a price of $0.10 per share for an aggregate consideration of $255,000. Humboldt Capital Corporation has subscribed for 39% of the issue and the new Goldmark management team subscribed for 60% of the issue. The closing of the private placement is conditional upon Goldmark entering into an agreement for the disposition of certain mining equipment and a farm-out agreement for its interest in the Walker Fork prospect (see Property Disposition and Farmout below) and is subject to the approval of the TSX Venture Exchange. The proceeds from the private placement and the property sale will be used to repay the company's outstanding debenture, $121,000, and to evaluate the acquisition of a new core property for Goldmark. Goldmark anticipates its working capital after the private placement and the property sale will be approximately $400,000.

Management Change

Concurrent with the closing of the private placement, Goldmark intends to appoint Mr. Peter Barker as its Chief Executive Officer, Mr. Gerhard Jacob as its President and Ms. Karen Hill as Corporate Secretary. Messrs. Barker and Jacob will also be appointed to the Board of Directors of Goldmark at such time. The appointment of the new directors and officers is subject to the approval of the TSX Venture Exchange.

Mr. Barker is a businessman, and graduate engineer from Queens University, Kingston, B.Sc. Mechanical Engineering and a graduate of the Advanced Management Program at the Harvard Business School. Mr. Barker has 30 years of experience in business, including senior executive positions in a large Canadian corporation. Since 1995, Mr. Barker has pursued a variety of entrepreneurial pursuits and was most recently the CEO of Oromonte Resources Inc. He had spent almost 3 years in the startup of this junior gold exploration company whose primary property was in Nambija, Ecuador. Mr. Barker is also CEO of Smart Energy Systems Canada Inc., a private company, he and his partners started in 2003 that provides products and services in room energy management to the Canadian marketplace. His management skills will be an asset to Goldmark.

Mr. Jacob is a graduate of the University of Goettingen, Germany and a registered professional geologist with the Professional Society in Germany and a member of numerous geological societies.

Mr. Jacob is a mining exploration geologist with a great deal of international experience in Africa, South America and Ecuador, as well as in Canada. Most recently, he worked with Oromonte Resources Inc., a gold mining company focused in Ecuador and was responsible for evaluating its concessions. Mr. Jacob has worked in various positions from exploration geologist to technical mine manager for junior exploration and major mining companies such as ISCOR and Anglo American Corporation with operations from Madagascar to Alaska. He has extensive experience in the exploration and project management for base metals, iron, gold, platinum and diamonds as well as in the management of mine development and production.

Mr. Jacob will be responsible for advancing Goldmark's evaluation and exploration efforts on properties in Ecuador and elsewhere.

Ms. Karen Hill is the Corporate Secretary of Abigail Project. She graduated from the University of Alberta with a Bachelor of Arts (with Distinction) in 1975 and from the same university in 1978 with a Bachelor of Laws. She is a lawyer and businesswoman with extensive experience, in both capacities, with Canadian companies doing business internationally. In addition to 14 years of private legal practice, Ms. Hill was the Corporate Secretary and General Counsel to the Bowfort Group of Companies and a co-founder, as well as Corporate Secretary to the Triton/Seneschal group operating out of Calgary, Alberta and Denver Colorado.

Messrs. Robert W. Lamond, Charles A. Teare, Glen A. Phillips and Jorg Reich will remain on the Board of Directors; Mr. Bickell will be retiring from the Board of Directors. Goldmark would like to thank Mr. Bickell for his past efforts with respect to Goldmark and we wish him well in his future endeavours.

Property Disposition and Farm-out

Goldmark has also entered into an agreement with D.H. Bickell, the current President and a Director of Goldmark, pursuant to which Goldmark will sell certain equipment to Mr. Bickell and farm-out its interest in the Walker Fork prospect in exchange for $250,000 and a 10% royalty on production from the property. This agreement is subject to certain conditions including the new management of Goldmark acquiring a mining property satisfactory to Goldmark and receiving the approval of the TSX Venture Exchange for each of the disposition of the equipment, the farm-out of the mineral interest and the acquisition of a new mining property as a Fundamental Acquisition on or before March 31, 2007. The disposition of the properties was approved by the independent members of the Goldmark Board.

Humboldt Increases Interest

Concurrent with the closing of the above transaction, Humboldt Capital Corporation has agreed to acquire 3,296,000 common shares of Goldmark from two shareholders who are currently Directors of Goldmark. As a result of the acquisition of shares by Humboldt, and the purchase of 1,000,000 shares pursuant to the private placement discussed above, Humboldt, together with its major shareholder, R. W. Lamond who is the beneficial owner of 67% of Humboldt's outstanding shares, will increase their combined ownership of Goldmark to 48% of the outstanding shares. Humboldt is acquiring these shares for investment purposes and has no current intent to increase its ownership in Goldmark.

Forward-looking statements - the press release today contains "forward-looking" information. Actual results could differ materially from the conclusions, forecasts or projections in the forward-looking information. Certain material factors and assumptions were applied in drawing the conclusions or making the forecasts or projections as reflected in the forward-looking information. Additional information about the material factors that could cause actual results to differ materially from the conclusion, forecast or projection in the forward-looking information and the material factors or assumptions that were applied in drawing the conclusion or making the forecast or projection as reflected in the forward-looking information is contained in the press release.

The TSX Venture Exchange has not reviewed and does not accept responsibility For the adequacy or accuracy of this release.

Contact Information

  • Goldmark Minerals Ltd.
    Charles A. (Tony) Teare
    (403) 269-9889
    Goldmark Minerals Ltd.
    Robert W. Lamond
    (403) 269-9889
    (403) 269-9890 (FAX)