True Gold Mining Inc.

True Gold Mining Inc.

March 20, 2013 16:08 ET

True Gold Mining Inc.: Clarification of Technical Disclosure

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 20, 2013) - True Gold Mining Inc. (TSX VENTURE:TGM) ("True Gold" or the "Company") reports that, as a result of a review by the British Columbia Securities Commission (the "BCSC"), the Company is issuing the following news release to clarify its disclosure.

On August 20, 2012, the Company disclosed the results of a preliminary economic assessment (the "PEA") carried out on the Company's Karma Gold Project (the "Karma Project") in a news release. The Company acknowledges that said news release is deficient in respect of (i) the use of the terms "very robust economics"; and (ii) the inclusion the statement that the use of indicated resources "de-risks" the PEA as such statements are inconsistent with the definition of a PEA under National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") in that a PEA is a conceptual study of the potential viability of mineral resources and cannot otherwise state or imply that economic viability of the mineral resources has been demonstrated. Accordingly, the Company wishes to retract such statements and advises that such statements should not be relied upon.

Although the requisite cautionary language required under NI 43-101, the text of which is set out below, was included at the end of the August 20, 2012 news release, such cautionary language was not stated with equal prominence:

"The PEA is considered preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. Mineral Resources that are not Mineral Reserves have not yet demonstrated economic viability. Due to the uncertainty that may be attached to Inferred Mineral Resources, it cannot be assumed that all or any part of an Inferred Mineral Resource will be upgraded to an Indicated or Measured Mineral Resource as a result of continued exploration or Mineral Reserves once economic considerations are applied. Therefore there is no certainty that the production profile concluded in the PEA will be realized."

In addition, the statements contained in the August 20, 2012 news release that (i) "strong economics demonstrated by the PEA support the Company's strategic plan to develop a stand-alone heap leach operation" and (ii) environmental permits are "scheduled to be satisfied by mid-2013, allowing for the start of construction and mining thereafter" could imply that the Company has made a decision to advance the project to production prior to the completion of a feasibility study without including the requisite cautionary language required under NI 43-101. Accordingly, the Company clarifies that it has not made a production decision and the Company's strategic plan to develop a stand-alone heap leach operation is subject to the results of its feasibility study, which is currently underway. Further, if and when the Company makes any production decision, it will disclose the basis of such decision in accordance with the requirements of NI 43-101.

In addition, the Company provides further clarification regarding the disclosure in its website, corporate presentations and fact sheet, which were deficient as follows:

  • the corporate presentations and fact sheet disclosed results of the PEA but omitted or did not always include the requisite proximate cautionary language (the text of which is set out above);
  • the corporate presentation disclosed a Life of Mine production value and head grade for its Karma Project, which implies economic viability;
  • in the corporate presentations, mineral resources on the Markoye trend were reported in the aggregate without providing a separate breakdown of resource categories and mineral resources were disclosed on the Karma Project and adjacent properties solely in the form of contained metal content; and
  • such disclosure included use of the terms "global mineral inventory", "in-pit resources", "leachable resources", and "minable resources" to describe mineral resources, which terms are not recognized categories under NI 43-101

To address the BCSC's comments, the Company has removed the presentation, fact sheet and relevant portions of its website and is updating them accordingly.

The Company has made an application to the Ministry of Mines, Quarries and Energy in Burkina Faso for an exploitation permit in connection with its Karma Project. Certain of the Company's Karma Project exploration permits, a portion of which form the permit area for which the Company has applied for an exploitation project have expired and the Company is unable to complete a renewal of the remaining area of the exploration permits that do not form part of the exploitation permit application until the exploitation permit is received by the Company. The Company continues to advance these exploration projects pending the approval of the Karma Project exploitation permit application in the ordinary course. The Company has been advised by Burkina Faso authorities and its Burkina Faso legal counsel that no person other than the Company is entitled to carry out reconnaissance, exploration, development, mining or extraction activities on the areas covered by these exploration permits while the exploitation permit approval process is in progress and the Company expects the exploitation and exploration permits to be issued in the near future.

On its website the Company did not specifically identify and disclose the relationship to the Company of the qualified person who prepared or supervised the preparation of the technical information it is disclosing. Since December 17, 2012, the Company's disclosure (including presentations, fact sheets and news releases) containing technical information identify Mr. Ian Cunningham-Dunlop, P.Eng., Senior Vice President Exploration, as the Company's designated qualified person within the meaning of NI 43-101. The Company has added this disclosure to its website.

Additional information about the Company and its activities may be found on the Company's website at and under the Company's profile at


Dwayne Melrose, President & CEO

Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian and United States legislation. Forward-Looking Information includes, but is not limited to, disclosure regarding possible events, conditions or performance that is based on assumptions about future economic conditions and courses of action; the timing and costs of future activities on the Company's properties; permitting time lines and requirements, requirements for additional capital; and planned exploration and development of properties and the results thereof. Forward-Looking Information can be identified by the use of words and phrases such as "plans", "expects", "scheduled", "estimates", "intends", "anticipates", "potential", "believes", "contemplates" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". In making the forward-looking statement sin this news release, the Company has applied several assumptions including, but not limited to, certain assumptions that the current exploration and other objectives concerning the Karma Project can be achieved and that the Company's other corporate activities will proceed as expected; that the current price and demand for gold will be sustained or will improve; that the general business, economic and political conditions in a materially adverse matter and that all necessary governmental approvals will be obtained in a timely manner and on acceptable terms. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, risks related to the availability of financing on commercially reasonable terms; changes in exploration programs based upon results of exploration; changes in estimated mineral reserves or mineral resources; future prices of metals; availability of third party contractors and equipment; failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; environmental risks; community relations; delays in obtaining governmental approvals or financing; fluctuations in mineral prices; the nature of mineral exploration and mining and the uncertain commercial viability of certain mineral deposits; governmental regulations and the ability to obtain necessary licences and permits; currency fluctuations; changes in environmental laws and regulations which may increase costs of doing business and restrict operations; risks related to dependence on key personnel; and estimates used in financial statements proving to be incorrect; as well as those factors discussed in the Company's public disclosure record. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information.

Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Neither 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.

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