Cortez Gold Corp.

Cortez Gold Corp.

October 01, 2009 08:30 ET

Seabridge Gold Extends Deadline; Cortez Gold Secures Extension for Acquisition of Mineral Properties in Nevada

Acquisition Will Constitute Cortez's Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 1, 2009) - Cortez Gold Corp. (TSX VENTURE:CUT.P) ("Cortez") has obtained an extension from Seabridge Gold Inc. ("Seabridge") to the deadline for completing the acquisition by Cortez of Seabridge's mineral properties comprised of 2,174 claims located in various counties in Nevada, including Churchill, Elko, Esmeralda, Humboldt and Nye, and includes Seabridge's Castle-Black Rock Property (the "Acquisition"). Details of the Acquisition are set out in Cortez's August 10, July 9 and March 26, 2009 news releases.

The Definitive Agreement entered into by Seabridge and Cortez has now been amended to reflect the parties' agreement to extend the deadline for the Acquisition to October 30, 2009.

Cortez is a capital pool company and the Acquisition will constitute its Qualifying Transaction (as such term is defined in the policies of the Exchange). The Acquisition is an arm's length transaction and upon completion of the Proposed Acquisition, Cortez expects to be a Tier 2 Mineral Exploration Issuer. No Non-Arm's Length Party (as defined in the policies of the Exchange) to Cortez has any direct or indirect beneficial interest in the Properties or the shares of Seabridge.

Description of Significant Conditions to Closing

Pursuant to Section 2.1 of Exchange policies, as the proposed Qualifying Transaction is not a Non Arms Length Qualifying Transaction, the Company will not be required to obtain shareholder approval of the Qualifying Transaction but has submitted a Filing Statement for Exchange acceptance. Sponsorship for this Qualifying Transaction is not required under the policies of the Exchange.

The remaining conditions to closing the Acquisition include approval of the Acquisition as a Qualifying Transaction by the Exchange. In order to meet the requirements of the Exchange, Cortez will need to complete a significant financing in order to have sufficient funds to complete the Acquisition, complete the estimated first year work program on the Castle-Black Rock Property, maintain all of the Properties in good standing, and meet its first year general and administrative requirements. 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 or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

ON BEHALF OF THE BOARD of Cortez Gold Corp.

Robert Eadie, President & Chief Executive Officer

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction. Neither the 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.

Contact Information

  • Cortez Gold Corp.
    Robert Eadie
    President and CEO
    (604) 602-4935
    (604) 602-4936 (FAX)