Margaux Resources Ltd.
TSX VENTURE : MRL

November 11, 2013 14:02 ET

Margaux Resources Ltd. Announces Acquisition of the Jersey Emerald Property, B.C.

CALGARY, ALBERTA--(Marketwired - Nov. 11, 2013) - Margaux Resources Ltd. (TSX VENTURE:MRL) ("Margaux" or the "Company") is pleased to announce that it has entered into an option agreement (the "Option Agreement") dated November 8, 2013 with an arms-length third party, Sultan Minerals Inc. (TSX VENTURE:SUL) ("Sultan"), a British Columbia company, for the acquisition of 100% of the Jersey Emerald Tungsten-Zinc Property (the "Property"), located in southeastern B.C. With the purchase of the Property, Margaux intends to switch its strategic focus to the exploration and development of the Property.

Under the terms of the Option Agreement, Margaux will have the exclusive option to acquire the Property by:

  1. making payments to Sultan of an aggregate $4.0 million, paid in several installments on or before November 8, 2016 as follows:
  1. an initial deposit of $50,000 paid previously;
  2. within ten (10) business days of execution of the Option Agreement, a cash payment of $450,000
  3. on or before the first anniversary of the execution of the Option Agreement, a cash payment of $750,000;
  4. on or before the second anniversary of the execution of the Option Agreement, a cash payment of $1,250,000; and
  5. on or before the third anniversary of the execution of the Option Agreement, a cash payment of $1,500,000; and
  1. incurring not less than $2,000,000 in expenditures on the Property on or before the third anniversary of the execution of the Option Agreement.

Margaux will use its best efforts to incur expenditures of $6,000,000 on the Property on or prior to the third anniversary of the execution of the Option Agreement.

Sultan will retain a 1.5% net smelter returns royalty ("NSR") on the Property. For a period of 60 days following the earlier of (a) the commencement of commercial production on the Property or (b) the completion of a feasibility study on the Property, Margaux may purchase 50% of the NSR (being a 0.75% net smelter returns royalty) from Sultan for a payment to Sultan of $5.0 million.

Pursuant to the Option Agreement, Margaux will assume all existing royalties on the Property.

The Jersey Emerald Property is located in southeastern British Columbia, 10 kilometres southeast of the community of Salmo. The Property consists of mineral claims and crown grants covering approximately 15,000 hectares in the Nelson Mining Division. The Property includes British Columbia's second largest historic lead zinc mine as well as Canada's second largest historic tungsten mine which have been inactive since 1973. The property has a remnant resource for tungsten (please see News Release January 21, 2009 issued by Sultan) and for lead zinc (please see News Release March 1, 2010 issued by Sultan). In addition, the Property is prospective for additional deposits of tungsten, zinc, lead, gold and silver.

Acquiring the option to purchase the Property provides Margaux time to further evaluate and explore the historic production and future potential. The acquisition of the Property will result in a change of business for Margaux, Margaux previously focused on oil and gas exploration and production in the Western Canadian Sedimentary Basin. Margaux will retain its remaining producing Jumpbush oil well.

Margaux plans to use proceeds of the previously announced private placement to fund the initial installment of $450,000.

Prior to completion of the transaction, the Company anticipates a further news release respecting changes to the Company's board and management teams aligned with the change in strategic direction associated with the transaction with Sultan.

The TSX Venture Exchange (the "Exchange") has halted trading in the Company's shares and trading will remain halted pending receipt of applicable documentation by the Exchange. The Company anticipates that it will seek an exemption from the Exchange's "Sponsorship" requirements; however there can be no assurance that such an exemption will be granted on the terms desired by the Company or at all.

Completion of the transaction is subject to a number of conditions, including Exchange approval and, if required, Shareholder approval. A condition precedent to the completion of the transactions contemplated by the Option Agreement is receipt of all required regulatory (including Exchange) and shareholder approvals. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Margaux should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Tyler Rice, President and CFO

This release was prepared by Margaux's management. Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes certain statements that may be deemed "forward-looking statements." All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that Margaux expects are forward-looking statements. Although Margaux believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, shareholder and Exchange approvals, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements. For more information on Margaux, investors should review Margaux's filings that are available at www.sedar.com.

Contact Information

  • Margaux Resources Ltd.
    (403) 537-5590