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Clarification on Loan to Barkerville Under the Partial Revocation Order
By: Marketwired .
Nov. 26, 2012 05:33 PM
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/26/12 -- Barkerville Gold Mines Ltd. ("Barkerville" or the "Company") (TSX VENTURE:BGM)(FRANKFURT:IWUB) wishes to provide clarification on the terms of the loan by Mr. Frank Callaghan (the "Lender") to the Company under the partial revocation order (the "PRO") that was issued by the British Columbia Securities Commission (the "BCSC") on November 13, 2012.
As previously disclosed in the Company's news release dated November 14, 2012, in accordance with the terms of the contemplated loan by the Lender to the Company, which is subject to TSX Venture Exchange approval, the Lender has agreed to advance from time to time as it may determine by way of a loan or loans (collectively, the "Loan") the aggregate principal sum of up to $2,441,820 (the "Principal Sum"), which shall bear interest commencing on the date of any such Loan at the simple interest rate of 20% per annum with all such interest to be payable in full to the Lender on repayment of the Principal Sum which shall be at or before 5:00 p.m. (Vancouver time) on the date which is six months from the date of any such Loan. The interest rate shall be reduced to 10% after one year should any Loan remain outstanding for a period of one year from the date of advancement. As security for the due and punctual repayment of the Principal Sum and any interest thereon, the Company has agreed to provide the Lender with a duly executed debenture, security agreement and such other security documentation as may be required by the Lender and its counsel, acting reasonably.
As initial security for the due and punctual repayment of the Principal Sum and any interest thereon from time to time in accordance with the terms of the Loan, the Company shall provide the Lender, upon the effective date of the Loan, with a duly executed debenture therein specifically mortgaging, charging, assigning and transferring to the Lender, and granting to the Lender, a fixed charge over, and a security interest in, all of the Company's right, title and interest in and to all then presently owned or held and after acquired or held personal property, assets and undertakings being solely comprised of all tangible and intangible properties and assets and including, but not being limited to, the Company's QR, Cow Mountain, Barkerville Mountain, Grouse Creek, Bonanza Ledge, Cariboo Gold Quartz and Goldstream Mill properties (collectively, the "Mineral Properties") located in British Columbia, Canada (collectively, the "Collateral"), and all proceeds thereof and therefrom, both present and future, and including, without limiting the generality of the foregoing, all of the Company's present and future rents, revenues, incomes, moneys, rights, franchises, motor vehicles, inventories, machinery, equipment, materials, supplies, book debts, accounts receivable, negotiable and non-negotiable instruments, conditional sales contracts, judgments, securities, choses in action and all other property and things of value of every kind and nature, tangible and intangible, legal and equitable, and related to the Collateral over which the Company may be possessed of or entitled to or which may hereafter be acquired by the Company, including any greater right, title and interest therein or any part thereof which the Company may acquire and hold in the Collateral during the currency of the Loan after the effective date.
As additional security to the debenture and for the due and punctual repayment of the Principal Sum and any interest thereon from time to time in accordance with the terms of the Loan, the Company shall also provide the Lender, also upon the effective date of the Loan, with a duly executed security agreement under the provisions of the Personal Property Security Act of the Province of British Columbia, charging the specific Collateral.
As further security to the debenture and the security agreement and for the due an punctual repayment of the Principal Sum and any interest thereon from time to time in accordance with the terms of the Loan, the Company shall also provide the Lender, also upon the effective date of the Loan, with such other security documentation (and including, without limitation, promissory notes, security instruments and the granting of a mortgage, charge or lien on the Mineral Properties by recording and registering the debenture and security agreement under the Mineral Tenures Act (British Columbia) through British Columbia Mineral Titles Online) as may be required by the Lender and its counsel, acting reasonably, in order to evidence the Loan, together with and all other supporting documents required under any such security documentation.
The proceeds from the Loan will be used to (i) satisfy minimum overhead expenses to sustain operations, (ii) satisfy minimum wages, consulting fees and benefits, (iii) satisfy costs related to completing the National Instrument 43-101 technical report (the "Report") required in accordance with the CTO, (iv) pay trade accounts payable related to the Report, and (v) pay past due payroll remittances.
Upon the Company receiving TSX Venture Exchange approval of the Loan, the Company estimates that it will require one to two months to prepare and file the Report and to deal with the technical disclosure issues to subsequently obtain a full revocation of the CTO.
About Barkerville Gold Mines Ltd.
Since the mid-1990s the Company has focused on exploration and development of gold projects in the Cariboo Mining District in central B.C. The Company's mineral tenures now cover over 117,691.14 hectares, encompassing seven past producing hard rock mines and three NI 43-101 gold deposits, including the QR Mine & Mill. The QR Property was acquired in February 2010 and includes a 900 tonne/day gold milling facility and a permitted gold mine located approximately 110 kilometers by highway and all-weather road from the Barkerville Gold Camp. Mining operations commenced at QR in the first quarter of fiscal 2011 and the Company began pouring dore gold in September 2010 and continued until December 2011. In November 2010 the Company acquired a second permitted mill currently on care and maintenance in Revelstoke, B.C. for relocation to the Barkerville Gold Camp near Wells, B.C. and upgrade to a +3,000-tonne/day facility subject to all necessary government approvals. In November 2010 the Company and the Lhtako Dene First Nation also signed a Project Agreement in relation to its Bonanza Ledge and Cariboo Gold Projects. The Company has completed significant drilling and exploration programs and together with the historical data is compiling all information to determine geologic models and updated technical reports to continue with exploration and development of the Cariboo Gold projects. This news release has been prepared on behalf of the Board of Directors which takes full responsibility for its contents.
J. Frank Callaghan, President and CEO
Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions, including the listing and trading of the Company's common shares on the TSX Venture Exchange. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward- looking information include, among others, the Company's ability to engage and retain qualified key personnel, employees and affiliates, to obtain capital and credit and to protect its property rights.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
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.
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