FMX Ventures Inc.
TSX VENTURE : FXX.H

Tolima Gold Corp.

July 14, 2011 12:53 ET

Tolima Gold Corp. Signs Letter of Intent for Acquisition of Gold Exploration and Development Properties in the Remedios/Segovia Mining District of Antioquia, Colombia

TORONTO, ONTARIO--(Marketwire - July 14, 2011) - Tolima Gold Corp. ("Tolima") and FMX Ventures Inc. ("FMX") (TSX VENTURE:FXX.H) announced today that Tolima has entered into a binding letter of intent to acquire Remedios Gold Holdings SA, a Panamanian company with a Colombian subsidiary (Remedios Colombia SAS) which is the beneficial holder of (i) six mining concessions with an aggregate area of approximately 637 hectares; (ii) 3 applications for concessions with an aggregate area of approximately 11,500 hectares; and (iii) a gold processing and recovery plant with a capacity of approximately 100 tons per day, all in the Remedios/Segovia mining district in Antioquia, Colombia.

As consideration for this acquisition Tolima agreed to pay the vendors (i) nine million US Dollars (US$9,000,000) to be paid over a period of up to one year depending on issuance and recording to Tolima of the applications for mining concessions, including a one million US Dollar (US$1,000,000) deposit paid at signing; (ii) two and a half million (2,500,000) common shares of Tolima; (iii) an exploration commitment on the acquired mineral properties of twelve million US Dollars (US$12,000,000) over a period of three years; and (iv) a payment on mineral resources identified in the acquired mineral properties (once the exploration commitment has been completed) as per a NI 43-101 report, of US$14 per ounce of gold identified as measured and indicated resources, and US$7 per ounce of gold identified as inferred resources.

Closing is anticipated on or before August 10, 2011 and is subject to satisfactory due diligence and completion of closing documents.

The group of mineral properties acquired by Tolima are located in the Remedios and Segovia Municipalities of Antioquia, Colombia, just southwest of the former "Frontino" gold and silver mine acquired by Gran Colombia Gold Corp. last year, which is the largest producing underground gold mine in Colombia. Some of the properties are located within the same mineralization trend as the former Frontino gold mine with the same system of veins, orientation and buzzing. To date, at least five target areas have been identified: "San Pablo", La Bartola", "Poliantea", "La Zapata" and "Chicarron". The Bartola prospect includes old underground workings and the San Pablo prospect includes a current mine.

Tolima intends to have the current plant into operation as soon as practical and to process the current ore stockpile from recent development. It also plans to bring the current mine into production in order to ensure a constant ore feed to the plant and for exploration and testing purposes.

Also, Tolima intends to commission a NI 43-101 compliant report on the properties and to conduct an aggressive exploration program over all of the identified targets, which will be described in a more detailed press release.

Andrew DeFrancesco, Executive Chairman of Tolima, stated: "This acquisition completes the positioning of Tolima in all of the most prominent gold producing districts of central Colombia. We have very attractive land positions in Northern Tolima, the Marmato/Caramanta district in Antioquia, and now in the Remedios/Segovia district, also in Antioquia. This dramatically enhances our chances of discovery of a large size deposit. It also provides Tolima with a small brownfield project that will generate cashflow, serve as an excellent platform to test recoveries and to steadily increase production.

Jaime Lopez, President and CEO of Tolima, added "The geology of these properties is most impressive. The numerous old workings in the areas and the existing mine and plant are an excellent platform for identifying NI 43-101 compliant resources and production. We are committed to developing these properties efficiently and with world class environmental and social responsibility standards.

Information Concerning Tolima

Tolima is a private Canadian gold exploration and development company with mining interests in the Tolima, Marmato/Caramanta and Remedios/Segovia districts in Colombia. Tolima is continuing to explore opportunities for the acquisition of additional mining interests in prospective mining districts in Colombia.

On July 8, 2011 Tolima and FMX announced today that they had entered into a letter of intent for a business combination under which it is contemplated that FMX would acquire Tolima in a reverse takeover transaction.

Forward-looking statements

This news release contains certain "forward looking statements" including, for example, completion of the proposed acquisition, the acquisition of additional mining interests by Tolima, the ability of Tolima to complete definitive documentation in respect of certain acquisitions and assets and the ability of Tolima to achieve formal assignment and registration of its mining properties. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of government and third party approvals in respect of transferring assets, the state of the capital markets; tax issues associated with doing business internationally, the ability of Tolima to successfully manage the political and economic risks inherent in pursuing mineral exploration opportunities in Colombia; and the ability of Tolima to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, Tolima disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

All information contained in this press release was provided by Tolima and FMX has not independently verified such information and shall bear no liability for any misrepresentation contained therein.

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

  • Tolima Gold Corp.
    Andrew DeFrancesco
    (416) 362-4441

    Tolima Gold Corp.
    Lisa-Marie Iannitelli
    (416) 362-4441

    FMX Ventures Inc.
    Eric Klein
    President & CEO
    (416) 496-3742
    eklein@kleinfarber.com