Renaissance Gold Inc. (TSX.V: REN) ("RenGold" or the "Company") is pleased to announce it has today signed a share purchase agreement ("SPA") with the shareholders of Kinetic Gold Corp. ("Kinetic"), a private BC corporation whereby RenGold will acquire all of the shares of Kinetic in exchange for the issue of 6,832,933 common shares ("Consideration Shares") of RenGold (15.64% of RenGold post-closing). The acquisition is subject to regulatory approval.
Kinetic was founded in 2011 by Robert P. Felder and Gregory T. Hill to explore for gold and silver in Nevada. Since 2011, Kinetic has acquired a 100% interest in six properties, a 50.1% interest in one property and an option to acquire a 100% interest in three additional properties - all in Nevada. These 10 high-quality properties complement the 15 exploration projects in RenGold's mineral property portfolio and in particular add more good eastern Nevada and trend plays that hold the strongest interest in the market. The acquisition of Kinetic's exploration projects will help replace projects which have or will be sold, optioned or joint ventured, and will accelerate growth in the portfolio when new inventory is important. Evidence of this interest is that the two most recently generated projects, Diamond Point and Spruce East, are being optioned by Kinross within four months of being staked. To keep potential JV partners interested in coming back to the Company, it needs fresh projects, and developing those itself rather than acquiring them will be slower given the Company's expected commitments of time and resources to our recently announced exploration agreements with Coeur and Kinross (see news releases dated February 9 and February 20, 2017).
On closing, Robert P. Felder will be appointed to the board and as President of RenGold and Gregory T. Hill will be appointed Principal Geologist. Ronald L. Parratt, will become Executive Chairman and remain CEO.
Robert P. Felder, B.S., M.S., CPG - Bob has worked as an exploration geologist and in senior management for major and junior mining companies for the past 35 years. This experience has been largely in Nevada, where he has been directly involved in the discovery or resource development of five gold deposits, notably the Long Canyon deposit with Pittston Nevada Gold, New West Gold and Fronteer, and the Twin Creeks, Lone Tree, Trenton Canyon and Valmy deposits with Santa Fe Pacific Gold. For the past 20 years, Bob has served in corporate management and executive positions, where in addition to his technical and leadership roles in exploration, he has been involved in corporate financing activities, investor relations, and presenting technical and corporate information to the markets. Bob received a Bachelor's degree in Geology and Mineralogy in 1979 and a Master's degree in Geochemistry and Economic Geology in 1981, both from The Ohio State University.
Gregory T. Hill, B.A., M.S., CPG - Greg is an exploration geologist with 25 years experience with major and junior mining companies in Nevada, and internationally. This experience includes exploration, development, and expansion of resources at several major Nevada mines including Barrick's Goldstrike mine, the Twin Creeks and Lone Tree mines then operated by Santa Fe Pacific Gold, and the Rosebud mine. He has served in technical and executive roles ranging from mine site exploration and development to prospect generation, project management, financing, and corporate leadership. Greg has worked or consulted for many companies, notably, Harvest Gold, Cambior, Placer Dome, Santa Fe Pacific Gold, and Barrick. Greg is a past President and Director of the Geological Society of Nevada and an active member of the geologic community. Greg received a Bachelor's degree in Geology in 1991 from Western State College of Colorado and a Master's degree in Geology in 1994 from New Mexico Institute of Mining and Technology.
Kinetic properties - wholly owned:
South Roberts (Carlin-type Au) is a pediment project on the southern Battle Mountain-Eureka Trend. The targets occur along a major structural break interpreted from detailed gravity data, and are further defined by a strong enzyme leach gold anomaly, with associated As and Sb, with a defined strike length of 3.4 miles (5.5 km). Initial drill testing in 2014 has confirmed the presence of a gold bearing hydrothermal system.
Ferguson Mountain (Carlin-type Au) is in the platform carbonates of eastern Nevada. Targets are indicated by surface geochemical leakage of Au, As and Sb along structures. Drill targets are defined by the intersection of high angle, gold-bearing structures with extensive dissolution/collapse breccias and strong terra rossa development at the top of the Devonian section. The targets have not been drill tested.
Spring Peak (Epithermal Au-Ag) is a well persevered system in the Walker Lane structural corridor near the Aurora, Borealis and Bodie deposits. Spring Peak contains widespread gold on surface, in banded veins with grades up to 35 g Au/t and associated high As, Sb and Hg. Past drilling consisted of mostly shallow vertical holes which encountered widespread gold mineralization with grades up to 1.93 g Au/t. Kinetic's work has defined multiple high-grade bonanza vein targets, which have not been tested by past drilling.
Ely Springs (Carlin-type Au) is in the platform carbonates of southeastern Nevada. Rock chip samples up to 1.93 g Au/t with elevated As, Sb, Hg and TI ± base metals occur in lower Paleozoic carbonate rocks displaying jasperoid and extensive development of solution/collapse breccias in a similar stratigraphic setting to Long Canyon. This area has not been explored for gold in a modern context.
Jupiter (Carlin-type Au) contains a large, exposed gold-bearing hydrothermal system with a known strike length in excess of 5 kilometers, and limited historic drilling. Extensive mineralized jasperoids, folded and thrusted Cambrian-Ordovician carbonate stratigraphy, Carlin-suite geochemistry and altered felsic dikes represent key prospectivity elements for targeting the discovery of a large Carlin-style gold deposit. Kinetic's geologic and targeting work has developed several new, high-quality, untested drill targets.
Pluto (Carlin-type Au) lies within the N-S "Rabbit Trend" and contains surface outcropping of high grade gold up to 13.1 g Au/t. Drill targets are defined by mapping, gravity and surface geochemical surveys and aim to test Antler Sequence rocks beneath the Golconda Thrust, analogous to the Lone Tree and Marigold deposits.
Kinetic properties - 50.1% participating interest:
Raven (Carlin-type Au) contains a large gold system exposed in and around a window through the Roberts Mountains Thrust. Historical drilling indicates widespread mineralization in both upper and lower plate lithologies. Lower plate targets are minimally tested and represent a significant discovery opportunity in one of the few underexplored classical Carlin-type environments in Nevada.
Kinetic properties - option to purchase 100%:
Ecru (Carlin-type Au) lies in a pediment setting on the Battle Mountain-Eureka Trend near the Cortez and Pipeline deposits. Targets are defined by a large dome-shaped gravity high representing an uplifted block of favorable lower plate host rocks and spatially coincident Carlin-suite geochemical anomalies. Barrick has reported high grade drill intercepts (up to 1 oz/t Au) from their adjacent property, drilling on the same gravity feature.
Jake (Epithermal Au-Ag) lies within the Northern Nevada rift and contains multiple Au-Ag occurrences. Limited historical drilling has intersected significant mineralization including long runs (>100 feet) of 0.5-1.0 g Au/t mineralization including higher grade intercepts up to 11.3 g Au/t. This project has significant untested targets with strong discovery potential.
Many (Carlin-type Au) lies on the Battle Mountain-Eureka Trend directly adjacent to our South Roberts project, and bordering McEwen Mining's Gold Bar project, scheduled to begin production in 2018. Lower plate targets similar to Gold Bar occur under alluvial cover.
The principal terms of the SPA provide that upon receipt of regulatory approval RenGold will issue the nine selling shareholders of Kinetic the Consideration Shares. John Tognetti, a shareholder of both RenGold and Kinetic will indirectly own a total of 13.13% of RenGold post closing and will once again be a reporting insider of RenGold. Three directors of RenGold hold an aggregate of 5.14% of the shares of Kinetic and they will be issued an aggregate 351,351 of the Consideration Shares. These three directors declared their conflict and did not vote on the SPA and transaction terms. The Consideration shares will carry a hold period of 12 months from date of issue.
Subsequent to closing the acquisition of Kinetic, the Company has agreed to exercise an option to purchase the 49.9% participating interests in the Raven project not held by Kinetic for consideration of the issue of 370,767 common shares of RenGold and the retention by the current holder of the 49.9% participating interest of a 0.5% net smelter returns royalty on the claims of the Raven property as they are currently constituted. The shares will carry a hold period of 12 months from date of issue.
Kinetic holds an option to acquire 100% of each of the Ecru, Jake and Many projects until June 30, 2018 for consideration of share of the Company as to 477,331 shares for the Ecru claims, 372,541 shares for the Jake claims and 234,613 shares for the Many claims. The Company has not yet exercised any of these options to purchase.
Ronald L. Parratt, President & CEO stated "The acquisition of Kinetic accelerates the growth of our Nevada exploration project portfolio with the addition of 10 high quality exploration projects at a time when demand for new exploration opportunities is growing. Although the past many years have been difficult, Bob Felder and Greg Hill have acquired an excellent portfolio of exploration properties primarily by staking in a period with less industry competition. We welcome them both to the RenGold team and know that their substantial exploration experience in Nevada and technical skills will be of great benefit to ongoing activities within RenGold."
Robert P. Felder, President & CEO of Kinetic states "The combination of Kinetic with Renaissance creates unique synergies that increase our chances for discovery. Our high-quality property portfolios complement each other well and the combination of our collective expertise and experience will create a very strong platform for success. Both Greg and I very much look forward to contributing to the future success of Renaissance Gold."
All Kinetic technical data disclosed in this press release, has been verified by the Kinetic's qualified person Robert P. Felder.
About Renaissance Gold Inc.
Renaissance Gold Inc. is a gold/silver exploration company that has a large portfolio of exploration projects in Nevada and Utah. RenGold's objective is to place the projects in exploration earn-in agreements with industry partners who provide exploration funding. RenGold applies the extensive exploration experience and high-end technical skills of its founders and team members to search for and acquire new precious metal exploration projects that are then offered for joint venture.
By: Ronald L. Parratt, President and CEO
For further information, contact:
Ronald L. Parratt, 775-337-1545 or firstname.lastname@example.org
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This news release contains certain statements that may be deemed "forward-looking" statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Renaissance Gold Inc. believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Renaissance Gold Inc's management on the date the statements are made. Except as required by law, Renaissance Gold Inc. undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.