September 29, 2023


Learn Business From Experience

Colombia’s Subsequent Vital Gold Exploration Firm

8 min read

Quimbaya Gold Inc. (CSE: QIM) (” Quimbaya “) is happy to announce that it has entered a letter of intent (the ” LOI “) with Remandes Company S.A. (” Remandes “) whereby Quimbaya will purchase all of the issued and excellent shares (the ” Shares “) of Explogold Ingenieria y Consultoria S.A.S., Minera Buey Aures S.A.S . and Soluciones Ambientales Del Nordeste S.A.S. (collectively, the ” Firms “) by the use of share buy settlement or different construction as in any other case decided by Quimbaya (the ” Transaction “). The Firms are 100% homeowners of two tasks, the Tahami and the Maitamac tasks, each situated in Antioquia Division of Colombia, and are effectively established mining camps in a promising area for brand new gold discoveries.

The Properties’ Highlights

The Tahami Challenge is situated 158 kilometers northeast of Medellín within the Segovia-Remedios mining district of Antioquia, in probably the most prolific gold area of Colombia which hosts a number of multi-million-ounce high-grade gold operations such because the Segovia mines that has been producing gold for greater than 150 years. The Tahami Challenge consists of two titles masking roughly 622 Ha, situated roughly 25 kilometers northeast of the manufacturing Segovia gold mines (owned by Aris Mining) and eight mining functions masking roughly 3,605 Ha. The property is definitely accessible and hosts a number of gold occurrences outlined by artisanal adits situated close to a regional scale construction referred to as the El Bagre fault. Gold and silver mineralization happens in steeply dipping quartz-sulfide sheeted veins hosted by granodiorite of the Segovia Batholith. The property has by no means been drilled and exhibits glorious potential to uncover excessive grade gold and silver mineralization.

Figure 1 (CNW Group/Quimbaya Gold Inc.)

The Maitamac Challenge is situated 45 km southwest of Medellín within the Abejorral and Sonson municipalities recognized for gold and silver artisanal mining cities. The property consists of 6 mining functions masking roughly 26,102 Ha and simply accessible. The property is usually lined by the Cajamarca geological Complicated internet hosting a number of gold occurrences and high-grade gold mines. Quartz-Sericite-Graphitic Schist as the popular host rocks for gold had been just lately discovered on the property. Contained in the challenge, many dredging artisanal mines had been famous in a number of creeks. The supply of the alluvial gold has by no means been discovered. Colombian Geological Providers depicts Abejorral and Argelia-Sonsón area as a Gold Metallogenic District with a number of gold showings undiscovered but. The property has been the topic of little or no exploration work prior to now and requires a scientific exploration program.

Figure 2 (CNW Group/Quimbaya Gold Inc.)

Alexandre P. Boivin , CEO commented “I’m very enthusiastic about this acquisition that may considerably strengthen our gold and silver property portfolio. We’re standing on strong floor and getting into into the world class mining area of Segovia with promising titles, with important upside exploration potential at Abejorral”.

Francois Goulet , M.Sc., P.Geo, a “certified particular person” as outlined by NI 43-101 has reviewed the information launch and assumes accountability for scientific and technical disclosure contained herein.

Phrases of the Transaction

It’s contemplated that the Transaction shall be structured as a share buy settlement amongst Quimbaya, Remandes and the Firms, or different construction as decided by Quimbaya. It’s meant that the acquisition value payable by Quimbaya for the entire issued and excellent Shares (the ” Buy Worth “) shall be glad by: (i) the cost by Quimbaya to Remandes of a deposit within the quantity of $100,000 (the ” Deposit “) for use by Remandes in accordance with an authorized finances mutually agreed upon by the events; and (ii) the issuance of 10,000,000 shares within the share capital of Quimbaya to Remandes (the ” Consideration Shares “). The Deposit shall be returned to Quimbaya within the occasion the LOI is terminated, and if the Transaction is accomplished, the Deposit shall be credited towards the Buy Worth due on closing. The Consideration Shares shall be topic to a ‎24 month contractual escrow association‎, along with any escrow necessities required underneath relevant ‎‎securities legal guidelines and inventory trade guidelines. ‎

Pursuant to the LOI, the events agreed to an exclusivity interval of 120 days on the signing of the LOI whereby Remandes will negotiate solely with Quimbaya and in good religion in an effort to ‎execute the definitive settlement and full the Transaction.

The completion of the Transaction is topic to the satisfaction of assorted situations as are commonplace for a ‎transaction of this nature, together with however not restricted to (i) the negotiation and execution of a definitive settlement; (ii) completion of passable due diligence investigations ‎of Remandes and the Firms; and (iii) receipt of all relevant regulatory, shareholder and third celebration ‎approvals.‎

The Transaction would represent a “associated celebration transaction” underneath Multilateral Instrument 61-101 ‎‎- Safety of Minority Safety Holders in Particular Transactions (” MI 61-101 “) as Alexandre P. Boivin , President and CEO of Quimbaya, is a management particular person of Remandes. The completion of the Transaction would require easy majority approval of Quimbaya’s minority shareholders.

Convertible Mortgage Settlement

Quimbaya additionally broadcasts that it has entered right into a convertible mortgage settlement (the ” Mortgage Settlement “) with Jean-Luc ‎Peyrot (the ” Lender “) within the mixture quantity of $280,000 (the ” Mortgage “). ‎Pursuant to the Mortgage Settlement, the Lender has agreed to advance to Quimbaya ‎‎$135,000 (the ” First Advance “) inside 5 enterprise days following the ‎execution of the LOI in reference to the Transaction, with an extra $145,000 (the ‎‎” Second Advance “) to be superior upon execution of a definitive settlement ‎in reference to the Transaction. The Mortgage is payable in full inside 24 ‎months from the date of the First Advance (the ” Maturity Date “), and accrues ‎curiosity at an annual price equal to 10% from the date of every advance ‎compounded yearly. ‎

The Mortgage Settlement offers for Quimbaya to challenge: (a) 39,000 bonus ‎warrants to the Lender inside 5 enterprise days following the date of the First ‎Advance; and (b) 45,000 bonus warrants to the Lender inside 5 enterprise ‎days following the date of the Second Advance (collectively, the ” Bonus ‎Warrants “). The Bonus Warrants are exercisable into widespread shares of Quimbaya at a value of ‎‎$0.60 for a interval of 24 months from the date the ‎issuance. ‎

In accordance with the phrases of the Mortgage Settlement, on a month-to-month foundation previous to the Maturity Date, the Lender might convert all, or a ‎portion of, the excellent principal quantity of the Mortgage and any accrued however ‎unpaid curiosity thereon, occasionally, into widespread shares of Quimbaya at $0.50 per widespread share by giving written discover to Quimbaya no ‎later than ‎5 enterprise days previous to the tip of every month.

All securities issued in reference to the Mortgage shall be topic to a statutory maintain interval of 4 months and a day from the date of issuance in accordance with relevant securities regulation. Quimbaya intends to make use of the Mortgage for bills in reference to the Transaction, together with prices regarding due diligence investigations and cost of the Deposit to Remandes.

The Lender, Jean-Luc Peyrot , is a director and shareholder of Quimbaya and the Mortgage ‎Settlement is a “associated celebration transaction” underneath MI 61-101. ‎The administrators (apart from Jean-Luc Peyrot ) have decided that the ‎transactions proposed by such Mortgage Settlement shall be exempt from the ‎formal valuation necessities of MI 61-101 as Quimbaya shouldn’t be listed on the ‎markets laid out in part 5.5(b) of MI 61-101, and the minority shareholder ‎approval necessities of MI 61-101, because the truthful market worth of the Mortgage does ‎not exceed $2,500,000 .  ‎

About Quimbaya

Quimbaya goals to consolidate gold reserves by way of exploration and acquisition of mining properties in Antioquia, Colombia . Managed by an skilled workforce in mining sector, Quimbaya is targeted on its Berrio Challenge in Antioquia, by which the corporate owns over 1218 hectares of potential high-grade gold lands. Antioquia is among the many most prolific areas for gold in Colombia .

Cautionary Statements

Sure statements contained on this press launch represent “forward-looking data” as that time period is ‎outlined in relevant Canadian securities laws. All statements, apart from statements of historic reality, included herein are ‎forward-looking data. Particularly, this information launch comprises forward-looking data in ‎relation to: the LOI, the definitive settlement, the Transaction and the ‎potential completion of the Transaction, together with Quimbaya’s potential enterprise upon the completion of ‎the Transaction, the potential ‎situations and satisfaction of these situations for the completion of the Transaction, the  anticipated use of the Mortgage ‎and any expectations relating to conversion of the Mortgage. Typically, forward-looking statements and data may be recognized by ‎using forward-looking terminology akin to “intends” or “anticipates”, or variations of such phrases and ‎phrases or statements that sure actions, occasions or outcomes “might”, “might”, “ought to”, “would” or “happen”. ‎Ahead-looking data by its nature is predicated on assumptions and contain recognized and unknown dangers, ‎uncertainties and different components which can trigger the precise outcomes, efficiency or achievements of Quimbaya to be materially completely different from any future outcomes, efficiency or achievements expressed or ‎implied by such forward-looking statements or data. These assumptions embody, however will not be restricted to: the execution of a definitive settlement; the satisfaction of any ‎situations to the Transaction set forth within the LOI and the definitive settlement together with, with out ‎limitation, the acceptance of the proposed Transaction by the CSE and typical closing situations; the ‎completion of passable due diligence by Quimbaya in relation to the Transaction; and the receipt of all ‎required approvals for the Transaction‎, together with CSE acceptance, any board approvals, shareholder approvals ‎or third celebration consents.Though Quimbaya’s administration believes ‎that the assumptions made and the expectations represented by such data are affordable, there ‎may be no assurance that the forward-looking data will show to be correct. Moreover, ought to ‎a number of of the dangers, uncertainties or different components materialize, or ought to underlying assumptions ‎show incorrect, precise outcomes might range materially from these described in forward-looking statements or ‎data. Readers are cautioned to not place undue reliance on forward-‎trying data as there may be no assurance that the plans, intentions or expectations upon which ‎they’re positioned will happen. Ahead-looking data contained on this information launch is expressly ‎certified by this cautionary assertion. The forward-looking data contained on this information launch ‎represents the expectations of Quimbaya as of the date of this information launch and, accordingly, is topic to ‎change after such date. Besides as required by regulation, Quimbaya doesn’t anticipate to replace forward-looking statements ‎and data regularly as situations change.‎

Neither the Canadian Securities Alternate nor its regulation providers supplier accepts accountability for the adequacy or accuracy of this launch.

SOURCE Quimbaya Gold Inc.

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