Almo Capital Enters Option to Buy 80% of Nevada Project

Mr. David Robinson reports


Almo Capital Corp. has entered into an option and joint venture agreement with privately held Golden Tiger Minerals Inc., pursuant to which Almo has been granted an option to acquire up to an 80-per-cent interest in certain rights Golden Tiger holds relating to a property known as the Medicine Springs property. The property comprises 149 unpatented mineral claims and is located in Elko county, Nevada.

Golden Tiger has the rights to explore and operate on the Medicine Springs property pursuant to an agreement with the property owners, Herb Duerr and Steve Sutherland. The underlying agreement provides that Golden Tiger must make certain cash payments to the owners, issue shares of Golden Tiger to the owners and provide work commitment funds. The initial term of the underlying agreement is 20 years.

Almo has the option to acquire a minimum 50-per-cent interest and a maximum 80-per-cent interest in the leasehold rights subject to a 3-per-cent net smelter royalty in favour of Mr. Duerr and Mr. Sutherland, and a 0.5-per-cent net smelter royalty in favour of Nevada Eagle Resources LLC, a subsidiary of Newmont Mining Corp.

To acquire the minimum interest, Almo has to:

  1. Pay $150,000 (U.S.) to Golden Tiger, $50,000 (U.S.) of which was paid upon execution of the agreement, and $50,000 (U.S.) which is due on or before the first and second anniversaries of the agreement;
  2. Issue 600,000 shares to Golden Tiger, 200,000 shares to be issued within five days of the date of exchange approval, and a further 200,000 shares on or before the first and second anniversary of the agreement;
  3. Make expenditures of $600,000 (U.S.) on the Medicine Springs property, $100,000 (U.S.) of which is to be incurred on or before the first anniversary of the agreement, and $500,000 (U.S.) on or before the second anniversary of the agreement.

To acquire the maximum interest, Almo has to have earned the minimum interest, and Almo has to:

  1. Pay an additional $150,000 (U.S.) to Golden Tiger, $50,000 (U.S.) of which is due on or before the third, fourth and fifth anniversaries of the agreement;
  2. Issue an additional 400,000 shares to Golden Tiger, 200,000 shares to be issued on or before the third and fourth anniversary of the agreement;
  3. Make expenditures of an additional $1.65-million (U.S.) on the Medicine Springs property, $500,000 (U.S.) of which is to be incurred on or before the third and fourth anniversary of the agreement, and $650,000 (U.S.) on or before the fifth anniversary of the agreement.

Almo will be the operator during the option period and will be the initial operator under the joint venture. A joint venture will be formed on the earliest of the date Almo gives notice to Golden Tiger that it will not acquire the maximum interest, the date Almo acquires the maximum interest and the fifth anniversary of the agreement.

Golden Tiger is a private company, of which Barry Miller, of Okanagan Falls, B.C., is a principal. As Mr. Miller is related party of Almo, the transaction constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 — protection of minority securityholders in special transactions. MI 61-101 has been adopted by the TSX Venture Exchange as Policy 5.9 — insider bids, issuer bids, going-private transactions and related party transactions. As a result, Almo must satisfy (or be exempt from) the valuation and minority shareholder approval requirements set out in MI 61-101. As Almo’s securities are listed only on the TSX-V, Almo may rely on the valuation exemption set out in MI 61-101 (issuer not listed on specified markets). As there are no minority shareholder approval exemptions available to Almo, Almo will be seeking minority shareholder approval of the related party transaction at its annual general and special meeting scheduled to be held on July 15, 2016.

The agreement is also subject to regulatory approval.

About the Medicine Springs property

A 43-101 technical report dated June 1, 2016, on the property has been prepared for Golden Tiger by Paul Noland, certified professional geologist. The report will be filed on SEDAR. The property consists of 149 unpatented mineral claims (2,980 acres) located in the Ruby Valley/Medicine Range area of southeastern Elko county in Nevada, and has an extensive history of exploration and drilling, with reported significant intercepts of silver, lead and zinc.

Neither the company nor Golden Tiger has completed exploration work within the property, but benefit from past works by three companies, which included four phases of drilling, geological mapping, rock and soil geochemistry, preliminary metallurgical work, CSAMT geophysical surveying, and historical mining. The primary target is silver-zinc-lead oxide mineralized material localized along northwest- and north-northeast-trending fault and fracture systems and porous/reactive horizons in the Permian silty/sandy limestones. The mineralized zones are expressed as breccias, jasperoid, decalcification and oxidized barite-bearing rubble. The mineralized material is known to be oxidized to the maximum depth of the data available, being approximately 200 metres. The author of the technical report cites the results as justifying a systematic exploration and development program with a proposed phase one budget of approximately $600,000 (U.S.) and a phase two budget of an additional $1.65-million (U.S.).

The proposed phase one program would consist of detailed geologic mapping, followed by approximately 4,000 metres of diamond core drilling and an additional 3,000 to 4,000 metres of reverse circulation-rotary (RCR) drilling. This drilling would target known mineralized structures for the purpose of confirming modes of mineralization, as well as extending known mineralized trends along strike.

The author of the report states that the economic viability of the Medicine Springs property depends on successfully expanding known mineralization and developing an economically viable recovery method. Potential for expansion of demonstrated mineralization is excellent. Proposed exploration will target and extend known structural trends along strike initially, then attempt to discover other parallel structures indicated by mapping and geophysics.

The technical information related to the property presented in this news release has been reviewed and approved by Paul Noland, a qualified person.