Nevgold Resource Corp.
TSX VENTURE : NDG

Nevgold Resource Corp.
Silver Predator Corp.
TSX : SPD

Silver Predator Corp.

November 15, 2011 09:28 ET

Silver Predator Enters Into Letter of Intent to Acquire Nevgold Resource Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 15, 2011) - Silver Predator Corp. ("Silver Predator") (TSX:SPD) and Nevgold Resource Corp. ("Nevgold") (TSX VENTURE:NDG) are pleased to announce that they have entered into a letter of intent (the "LOI") whereby Silver Predator will acquire all of the outstanding securities of Nevgold (the "Proposed Transaction"). Nathan Tewalt, Chief Executive Officer of Nevgold, will be assuming the position of Chief Executive Officer of Silver Predator upon completion of the Proposed Transaction.

"I am pleased to announce this transaction," said William M. Sheriff, Chairman of Silver Predator. "The addition of Nevgold's silver assets to the Silver Predator portfolio, and the benefit of the substantial experience of Nevgold's senior management, are anticipated to propel our company forward as we continue to develop our properties in two of the world's preeminent silver jurisdictions."

Nathan Tewalt, Chief Executive Officer of Nevgold, stated: "By combining Nevgold's assets with Silver Predator, we are forming a well-capitalized Company with significant resources and upside potential; our whole team looks forward to combining forces to create a leading silver explorer."

About Nevgold Resource Corp.

Nevgold's exploration portfolio includes the Cornucopia Property, located within the Cornucopia silver mining district in Elko County, Nevada, the Copper King Property located two miles north of the Lucky Friday silver mine in the Coeur d' Alene District of Idaho, and the Cordero Property, located seven miles southwest of the town of McDermitt in Humboldt County, north-central Nevada.

Cornucopia Property

The Cornucopia Property occurs in Elko County's Cornucopia mining district, where historic underground high grade precious metal production started in 1873 from veins averaging approximately 24.6 oz per ton (opt) silver and 0.43 opt gold (Smith, 1976). The property is situated approximately 15 miles (24 km) north-northwest of Tuscarora, Nevada. Nevgold's consolidated land position covering the Cornucopia district is comprised of a contiguous block of one patented and 48 unpatented lode mining claims totaling approximately 950 acres (384 ha). The property's epithermal silver mineralization is hosted by Tertiary volcanic rocks, and has similarities to the Midas mine (Newmont Mining Corporation) and the Ivanhoe property (currently under development by Great Basin Gold) located 32 miles (51 km) to the southwest. The mineralization is associated with quartz veining, silicification and argillic alteration. High-grade silver veins of the Leopard underground mine occur with ruby silver, tetrahedrite, stephanite and electrum, and display crustiform to colliform banding, and evidence of multiple periods of vein and wall rock brecciation.

Copper King Property

The Copper King Property consists of 50 unpatented lode mining claims covering approximately 560 acres (226.6 ha) in northern Idaho's famous Coeur d'Alene Silver District. Nevgold's target at Copper King is a sediment-hosted, stratabound, copper-silver system similar to those found 100 miles (160 km) to the north in northwestern Montana (Troy Mine type). These deposits are also similar to the better-known examples from the copper belt of Central Africa. The Copper King claims are situated two miles north of Hecla's Lucky Friday Mine, one of the Coeur d'Alene District's largest silver producers, with production of over 144 million ounces of silver since 1942. Copper-silver mineralization occurs on the claim block, both as veins and larger stratabound disseminated bodies. The property has never been drilled despite productive mining of high grade stratabound mineralization immediately to the southeast at the Snowstorm and National Mines.

Cordero Property

The Property includes the historic Cordero underground mercury mine adjacent to the more recently mined McDermitt open pit mercury mine, where each mines annual production was large enough to rank them as the largest producers of mercury in the western hemisphere during their respective years of operation (1933-1991). The gold and silver-gold targets identified to date in limited reverse circulation and core drilling, include lower grade, flat-lying, potentially bulk mineable gold mineralization starting approximately 100 feet (30 meters) below the surface and higher grade vein style mineralization indicated by a 5.4 foot (1.65 m) core intercept assaying 0.15 opt gold (see Nevgold news release dated March 8, 2010). Alteration and mineralization occurs in Miocene-aged volcanics of bi-modal composition ranging from rhyolites to andesites and basalts, although past mercury production and currently identified precious metal mineralization is typically hosted in the more felsic rhyolites. Antimony is an important pathfinder to precious metal mineralization and local concentrations are high enough that an antimony recovery circuit was considered by earlier operators. Silica alteration is high level "opalite" silica, a microcrystalline to chalcedonic/opaline silica that occupies fault zones with considerable vertical extent, but can also cover substantial areas as a relatively flat-lying "cap rock". At deeper levels, quartz is locally present in some of the fault zones. Clay/zeolite alteration includes variable kaolinite-smectite-alunite and clinoptilolite-mordenite. Potassic alteration, composed of quartz and adularia, is present locally. Petrographic (SEM/EDS) work has identified pyrite, marcasite, galena, sphalerite, tetrahedrite, arsenopyrite and small grains of gold.

Technical information in this news release pertaining to Nevgold has been reviewed and approved by Thomas Chadwick, PGeo, President of Nevgold and a Qualified Person as defined by National Instrument 43-101.

About Silver Predator Corp.

Silver Predator's corporate mandate is to explore and develop commercially viable silver resources in the leading silver districts of Yukon, Canada and Nevada, USA. Working within stable geopolitical jurisdictions, Silver Predator is focused on silver‐dominant bulk tonnage and/or high grade opportunities. Proven management plus access to unparalleled geological talent in the Yukon and extensive experience in Nevada provide the ability to maximize shareholder value from the quality asset base. Silver Predator owns or has interests in over 25 properties in Nevada and Yukon, the most significant of which are the Taylor and Plata Projects.

Taylor Project

The Taylor silver deposit is an epithermal, high-silica, low-sulfide replacement deposit hosted by folded and faulted Devonian carbonate rocks of the Pilot Shale, Guilamette, and Joana formations intruded by Tertiary rhyolite dikes and sills. The Taylor property includes a National Instrument 43-101 compliant resource consisting of 1,123,000 tonnes of 85.71 g/t silver measured mineral resource, and 4,712,000 tonnes of 77.83 g/t silver indicated mineral resource totalling 14.9 million ounces contained silver; along with an additional 1.9 million ounces silver from an inferred mineral resource of 687,000 tonnes grading 87.1 g/t silver using a 41.1 g/t silver cutoff grade: (Hester, 2010).

The Taylor Project includes rights to a 1,320 ton per day mill with flotation and cyanide leach plants, water rights and approximately 3,900 acres (1,576 ha) of mining claims located near Ely, Nevada.

Plata Project

The Plata Project lies within the Tintina Gold Belt and displays similar features to Canada's second-largest historical silver producer, the Keno Hill Silver Camp, which is situated about 165 km west of the property. From 1976 to 1984, high-grade mineralized veins were intermittently mined from a number of shallow open pits on the Plata property, resulting in approximately 9,020 kg (290,000 oz) of silver being extracted from approximately 2,041 tonnes of hand-sorted mineralized rock. Silver Predator's 2011 drill program is planned to target existing major structures in the form of thrust faults that appear to control silver-gold-lead-zinc mineralization on the property, and high grade silver-lead lenses within extensional fault zones. The program will focus on exploring a new area located between two known high-grade silver mineralized zones (the Aho Zone), exploring the extension of known high-grade silver mineralized veins in the Ladue Zone, and defining the potential of lower grade, bulk tonnage mineralization at the Etzel Zone.

The Plata property is located 190 km east of Mayo and 165 km north of Ross River. Both communities are accessible by the Yukon Highway system and have maintained gravel airstrips. There is also a 110 km winter road connecting the property to the North Canol road. The Plata property itself is located 11 km north of a gravel airstrip and has a network of unimproved roads connecting the major zones.

Technical information in this news release pertaining to Silver Predator has been reviewed by Gilles Dessureau, MSc, PGeo, Senior Geologist and a Qualified Person as defined by National Instrument 43-101.

Terms of the Proposed Transaction

Pursuant to the LOI, Silver Predator and Nevgold have agreed to use reasonable commercial efforts to prepare a definitive acquisition agreement (the "Pre-Arrangement Agreement") with the following principal terms:

(a) Silver Predator will issue 0.5 of a common share of Silver Predator (a "SPD Share") for each outstanding common share of Nevgold (the "Exchange Ratio"), resulting in the issuance of approximately 7,059,000 SPD Shares; and

(b) outstanding options and warrants to acquire common shares of Nevgold (the "NDG Shares") will entitle the holders thereof on exercise to receive SPD Shares, adjusted for the Exchange Ratio with a corresponding adjustment to the exercise price. Notwithstanding the foregoing, holders of not less than 585,000 presently outstanding options of Nevgold must agree to cancel such options effective on or before the completion of the Proposed Transaction. Nevgold presently has 710,000 stock options and 1,005,000 warrants outstanding.

Completion of the Proposed Transaction will be subject to normal conditions for transactions of this nature, including without limitation the following:

(a) receipt by the board of directors or special committee of Nevgold of a fairness opinion which concludes that the Proposed Transaction is fair to the minority shareholders of Nevgold from a financial point of view, which opinion is acceptable to the applicable stock exchange and court for the purposes of obtaining stock exchange and court approval to the Proposed Transaction;

(b) the board of directors of the other party will have approved the Proposed Transaction and the entering into of the Pre-Arrangement Agreement, and neither of such approvals will have been withdrawn or modified;

(c) the approval of the Arrangement (as defined below) to implement the Proposed Transaction by the security holders of Nevgold and the Supreme Court of British Columbia;

(d) approval of the Proposed Transaction by the applicable stock exchanges or other regulatory authorities;

(e) execution and delivery by certain shareholders of Nevgold of lock-up and support agreements in favour of Silver Predator within 10 calendar days of the execution of the LOI, pursuant to which such shareholders agree to vote any shares, options or warrants of Nevgold over which they have control or direction in favour of the Proposed Transaction; and

(f) completion of due diligence, and execution and delivery of the Pre-Arrangement Agreement, by both Nevgold and Silver Predator no later than November 30, 2011.

Each of Nevgold's directors and officers have entered into a lock-up agreement with Silver Predator under which they will vote the Nevgold shares held by them in favour of the Proposed Transaction.

The LOI provides that the Pre-Arrangement Agreement will contain provisions for a Break Fee (as defined below). In the event the Proposed Transaction is not completed following the execution of the Pre-Arrangement Agreement, other than as a result of:

(a) the termination of the Pre-Arrangement Agreement by Silver Predator;

(b) the termination of the Pre-Arrangement Agreement by Nevgold in the event of a breach by Silver Predator of a covenant or obligation contained in the Pre-Arrangement Agreement or in the event the parties have not completed the Proposed Transaction on or before February 28, 2012 (provided, in each case, that Nevgold is not in material default of any of its obligations under the Pre-Arrangement Agreement);

(c) the inability of Nevgold to obtain the court, regulatory or security holder approvals required for the completion of the Proposed Transaction, provided that Nevgold has acted in good faith to obtain such approvals and the failure to obtain such approvals is not as a result of any gross negligence or willful misconduct of Nevgold or a result of a withdrawal or change in Nevgold's board approval of the Proposed Transaction; and

(d) the occurrence of an event which prevents or prohibits the completion of the Proposed Transaction on the same economic or structural terms, due to causes beyond the control of either party, provided that such event has not occurred as a result of any gross negligence or willful misconduct on the part of Nevgold, then a break fee of $100,000 (the "Break Fee") will be payable by Nevgold to Silver Predator. Nevgold may elect, subject to regulatory approval, to pay the Break Fee in units of Nevgold ("Units") at a price of $0.20 per Unit, each Unit consisting of one NDG Share and one-half of one share purchase warrant, each full warrant entitling Silver Predator to purchase a NDG Share for a period of two years from the date of issue at a price of $0.25.

It is anticipated that the Proposed Transaction will be effected by way of a plan of arrangement among Nevgold, the security holders of Nevgold and Silver Predator under the Canada Business Corporations Act (the "Arrangement"). If there are tax, securities or corporate law considerations which favour the inclusion of an amalgamation in the Arrangement, Silver Predator intends to use a new formed, wholly-owned subsidiary to amalgamate with Nevgold for the purposes of completing the Proposed Transaction. Shareholders of Nevgold will be required to vote to approve the Proposed Transaction and will have rights of dissent. The outstanding options and/or warrants of Nevgold will not be included in the Arrangement and will not be entitled to vote on the approval of the Arrangement, unless required by the court, in which case in addition to a separate vote of Nevgold shareholders, Nevgold will seek to have any such options or warrants vote with the shareholders as one class.

The terms of the Proposed Transaction will be described in detail in the management information circular of Nevgold to be filed with the regulatory authorities and mailed to the Nevgold shareholders in accordance with applicable securities laws. Copies of the Pre-Arrangement Agreement between Silver Predator and Nevgold and certain related documents will be filed with Canadian securities regulators and will be available on the SEDAR website at www.sedar.com. The management information circular will also be available on the SEDAR website at www.sedar.com.

Upon the completion of the Proposed Transaction, directors, management and employees of Nevgold will resign, and Silver Predator will appoint Nathan Tewalt as Chief Executive Officer and Thomas Chadwick as VP, Exploration of Silver Predator. Silver Predator will also nominate one representative of Nevgold, acceptable to SPD, acting reasonably, to its board of directors upon closing of the Proposed Transaction. Any arrangement with such individuals will be separate from the Pre-Arrangement Agreement.

The Proposed Transaction may be considered a "business combination" under Multilateral Instrument 61-101. The terms contemplate that Nathan Tewalt, the Chief Executive Officer and a director of Nevgold, will be appointed the Chief Executive Officer and a director of Silver Predator on closing and will have an outstanding US$70,000 loan to Nevgold repaid by Silver Predator on or shortly following the closing. In addition, Thomas Chadwick, the President and a director of Nevgold, will be appointed as VP Exploration of Silver Predator on closing. The terms and amounts of any compensation to be paid to Nathan Tewalt and Thomas Chadwick as officers of Silver Predator have yet to be finalized. As a result of these arrangements, Nathan Tewalt and Thomas Chadwick may be considered to be receiving a "collateral benefit" as defined in Multilateral Instrument 61-101. As a result, the votes attaching to the NGD Shares beneficially owned, or over which control or direction is exercised, by Nathan Tewalt (2,191,500 NGD Shares) and Thomas Chadwick (780,000 NGD Shares) in the aggregate amount of 2,971,500 NGD Shares, will be excluded in determining whether minority approval of the shareholder resolution approving the Proposed Transaction has been obtained.

It is anticipated that the Proposed Transaction will be completed by January 30, 2012, but if the Proposed Transaction is not completed on or before February 28, 2012, either party may terminate the LOI, provided that the party seeking to terminate the LOI is not in material default of any of its obligations thereunder. While the LOI is in force, and subject to the right of Nevgold, or its board of directors, to take such actions as may be required by their obligations under applicable corporate laws, Nevgold has agreed to not, directly or indirectly, solicit, discuss, encourage or accept any offer for the purchase (including by merger) of Nevgold, or any of its business or assets, or for the issuance of any additional securities of Nevgold. Notwithstanding the foregoing, the board of directors of Nevgold may respond to, in accordance with applicable law or in discharge of its fiduciary duties, any unsolicited offer or proposal received from a third party, which the board of directors of Nevgold determines in good faith (after consultation with its financial advisors, if any, and with its outside legal counsel) would, if consummated in accordance with its terms, result in a transaction that is more favourable to the shareholders of Nevgold from a financial point of view than the Proposed Transaction contemplated by the LOI (a "Superior Proposal"). Nevgold shall immediately advise Silver Predator of the existence and terms of any such offer or proposal and provide copies thereof immediately upon receipt thereof by Nevgold. If, within three business days of receipt of copies of such offer or proposal, Silver Predator agrees to amend the terms of the LOI such that the Proposed Transaction is no less favourable to the shareholders of Nevgold from a financial point of view than the Superior Proposal, in the opinion of the board of directors of Nevgold, acting in good faith, then Nevgold shall not enter into any agreement regarding the Superior Proposal.

Bridge Loan

Pursuant to the LOI, Silver Predator has agreed to advance to Nevgold a convertible bridge loan, for the purposes of paying Nevgold's day-to-day expenses and Nevgold's expenses related to the Proposed Transaction, in the maximum amount of $225,000, as follows:

(a) $50,000 upon acceptance of the LOI by Nevgold;

(b) $100,000 upon execution and delivery of the Pre-Arrangement Agreement by both parties; and

(c) $75,000 upon the mailing to shareholders of Nevgold the information circular describing the Proposed Transaction.

In the event the Proposed Transaction does not close as and when provided for in the LOI or in the Pre-Arrangement Agreement, the amount of the bridge loan will be fully repaid on demand by Silver Predator or, at the option of Nevgold and subject to regulatory approval, converted into Units on the same terms as described above.

None of the securities anticipated to be issued under the Proposed Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and such securities are anticipated to be issued in the United States pursuant to exemptions from such registration requirements. This press release shall not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction where such an offer or sale would be unlawful.

Information Concerning Mineralization and Resources

Unless otherwise indicated, all resource estimates contained in this news release have been prepared in accordance with National Instrument 43-101 in compliance with Canadian securities laws, which differ from the requirements of United States securities laws. Without limiting the foregoing, this news release uses the terms "measured resources", "indicated resources" and "inferred resources". United States investors are advised that, while such terms are recognized and required by Canadian securities laws, the United States Securities and Exchange Commission ("SEC") does not recognize them. Under United States standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, inferred resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of the inferred resources will ever be upgraded to a higher category. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically. Disclosure of contained ounces is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report resources as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in this news release may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

Forward-Looking Statements

This news release contains certain forward-looking information and statements with the meaning of applicable Canadian and United States securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "confident", "might", "proposed" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the Proposed Transaction and the proposed terms and timing thereof, exploration, development and production of properties, including the proposed timing and success thereof, and expected mineralization and mineral resources.

The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements. These include, but are not limited to, risks associated with fluctuations in the market price of the Silver Predator or Nevgold's common shares, commodity price and exchange rate fluctuations and uncertainties and risks relating to the outcome of the Proposed Transaction on the market price, marketability and liquidity of Silver Predator or Nevgold's common shares risks associated with exploration, development and production and other risks and uncertainties described herein and in the disclosure documents of Silver Predator and Nevgold filed on the SEDAR website at www.sedar.com. All forward-looking statements are based on various assumptions including, without limitation, the presence of and continuity of minerals and metals at a project at modeled grades, the availability of equipment, exchange rates and the continued availability of financing. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

The forgoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and Silver Predator and Nevgold assume no obligation to update publicly or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

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