(TheNewswire)
Vancouver, BC / TheNewswire / June 26, 2017 - Newlox Gold Ventures Corp. (CSE: LUX) (Frankfurt: NGO) ("Newlox"), an environmental remediation and gold recovery company, wishes to announce the signing of a Letter of Intent, a Proposed Conversion of Debenture Debt, and provide details concerning the equity private placement announced on June 16, 2017.
Proposed Revenue Sharing Agreement
Newlox is pleased to advise it has signed a Letter of Intent with a private investor whereby the parties will expedite the formation of a Revenue Sharing Agreement (the "Proposed Agreement") for the purpose of funding the commissioning and operating of its recently built tailings remediation and gold recovery facilities in Central America.
The Basic Terms of the Proposed Agreement
1.In anticipation of completing the proposed Revenue Sharing Agreement, the investor has subscribed, by way of a private placement, for C$67,305.00 (US$50,000.00) worth of units of the Company ("Units") at a price of C$0.05 per Unit (the "Private Placement"). Each Unit consists of one common share and one non-transferrable warrant entitling the holder to acquire an additional common share of the Company at a price of C$0.15 for three years. The Units were priced in Canadian Dollars at the date of execution of the subscription. For more information please see the Company's news release dated June 16, 2017.
2.In consideration for payments totalling US$1,000,000.00, inclusive of the US$50,000.00 Private Placement noted above, the investor will receive a 15% Gross Revenue Royalty on the Company's first processing plant until the investor has received royalties totalling US$1,000,000 (the "Gross Revenue Royalty"). After which, the investor will hold a 10% gross revenue royalty on the first processing plant for the life of the project (the "Enduring Royalty").
3.The investor will have the right of first refusal to fund the Company's future projects. If the investor decides to fund the development of a new project, the Company shall issue a new gross revenue royalty relevant to the new operation, which will be valid until the amount invested is recovered. Once the applicable gross revenue royalty expires, the investor's interest in the project will revert to a 10% gross revenue royalty. In the event the investor elects not to fund one or more of the Company's future projects, the Company will be free to pursue funding from other parties for those projects.
4.The investor will hold a 5% gross revenue royalty on all processing plants, current and future, developed by the Company and its subsidiaries, which are not subject to an active gross revenue royalty.
Proposed Debt Settlement
In connection with and conditional upon the foregoing proposed Revenue Sharing Agreement, Newlox is proposing to settle up to C$485,625 of debt held by certain debenture holders to equity on the basis of C$0.05 per common share. As an inducement for the conversion to equity, Newlox will issue share purchase warrants equal to 50% of the common shares issued. Each Warrant will be non-transferrable and will entitle the holder to purchase an additional Newlox common share for C$0.15 for a period of three years.
Newlox Gold Ventures Corp.
Newlox Gold Ventures Corp. is an environmental remediation company
recovering contaminants and residual precious metals from historical
waste left behind over more than a century of inefficient artisanal
and small-scale mining in politically and socially stable
jurisdictions in Latin America.
This novel approach, developed after extensive experience in the
region and with the help of the Company's technical advisors at the
Norman B. Keevil Institute of Mining Engineering at the University of
British Columbia ("UBC"), eliminates the conventional, time and
capital intensive, process' of exploration and mining.
Not having to do exploration work or mining, combined with a reduced processing cost due to previous crushing and grinding, should result in a significantly reduced operating cost for the Company. Newlox also expects to benefit from the high grades which are characteristic of artisanal mine tailings due to the inefficient processing techniques used by the original miners.
The Company, with the guidance of its advisors at UBC, has also identified remediation technologies designed to recover deleterious materials present due to historical artisanal mining practices and will be deploying these systems in the field as part of the commissioning process.
Newlox has signed agreements with local mining cooperatives to provide a steady supply of feedstock as well as built and tested its first processing plant in Central America. The Company is currently conducting optimisation and commissioning work at the processing plant with the intention of entering steady-state operations in the second half of 2017. Commissioning the processing plant requires no mineral exploration work and no mining which should result in a speedy route to full-scale operation.
With hundreds of years of mining history in Latin America and inefficient artisanal processing continuing to this day, the Company believes that there is a compelling opportunity to grow its business model. Newlox has identified a niche within the extractive industry where a clean-technology company can apply innovative processing techniques to not only recover precious metals but also effect positive change in the environmental and social landscape in Latin America.
Forward-Looking Information
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward-looking information. Forward-looking information includes, but is not limited to, the completion of the Proposed Agreement, the satisfaction of the conditions of the Proposed Agreement, the amount raised in the Proposed Agreement, and the completion of the Proposed Debt Settlement. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, achievements, or performance may vary materially from those anticipated and indicated by these forward-looking statements. The material risk factors that could cause actual results to differ include the risk of delays in completing the transactions, the risk that the Company may not be able to raise sufficient funds, the risk that the shareholders or directors of the Company may not approve the elements of the Proposed Transaction or Proposed Debt Settlement which require their approval, and the risk that the Exchange may not approve the proposed transactions. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, it can give no assurances that the expectations of any forward-looking information will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release).
Stewart A. Jackson, Ph.D., P.Geo., is a "Qualified Person" within the meaning of National Instrument 43-101 and has approved the contents of this News Release.
Contact Newlox
Ryan Jackson
Newlox Gold Ventures Corp., President
Tel: +1 778 998 0867
Email: ryan@newloxgold.com
Website: www.newloxgold.com
On Behalf of the Board, Newlox Gold Ventures Corp. Email: info@newloxgold.com
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