VANCOUVER, Sept. 25, 2012 -
BCGold Corp. (or the "Company") (TSX VENTURE:BCG) (PINKSHEETS:BCGOF) is pleased to announce that it has vested its final 25% interest and has now acquired 100% ownership of the Engineer Mine property from Engineer Mining Corp. ("EMC"). BCGold Corp. has notified EMC that it has fulfilled all obligations under the option agreement dated January 16, 2007, including all subsequent amendments.
Immediately following the acquisition, BCGold Corp. entered into a letter agreement with EMC to purchase the following items, subject to TSX Venture Exchange approval, for total consideration of $300,000 payable to EMC no later than May 15, 2013:
- the fully permitted 30-tonne-per-day gravity separation mill, a 931 Caterpillar crawler loader, a 10-tonne dump truck, and ancillary equipment at Engineer Mine
- the 30% Net Profits Interest Royalty on a high-grade gold shoot on the Double Decker Vein between mine levels five and eight
- the option to purchase the Engineer Mine property surface rights in three equal annual payments over a three-year period commencing April 16, 2016, at a fair market value of no more than $500,000 (this item is an amendment to a previous agreement with EMC)
"This agreement consolidates the Company's ownership of mineral rights, royalties and infrastructure at the Engineer Mine property. The Engineer Mine has excellent exploration upside and near-term production potential, with more than 5,500 m of underground development to provide access to seven high-grade gold veins and two potential bulk tonnage mineralized shear zones," states Brian P. Fowler, P.Geo., President and CEO of BCGold Corp. "Engineer Mine remains our primary focus and we are committed to maximizing shareholder value by continuing to advance the property through sustainable and deliberate exploration and development. We believe we can continue to selectively bulk sample high-grade vein material and produce a marketable gold-rich concentrate while we continue to explore for bulk tonnage, shear zone gold deposits."
Common Share Consolidation
In order to obtain adequate financing to further explore and develop the Company's projects, including the Engineer Mine property, BCGold Corp.'s directors deem it necessary to consolidate the Company's share capital. BCGold Corp. was unsuccessful in filling a $500,000 private placement (announced July 10, 2012) priced at the practical minimum share price of $.05 per Unit in a prevailing weak venture capital market. The Company's directors believe that locking up 100% ownership of the Engineer Mine property, mill, and royalties makes for a compelling and financeable investment opportunity, even more so when coupled with the tighter share structure (and anticipated multiple in share price) that results from a consolidation of share capital.
BCGold Corp. is convening an Extraordinary Meeting on October 30th, 2012, at 11:00 am at its corporate office, where shareholders will be asked by means of an Ordinary Resolution to approve a Consolidation of the Company's issued and outstanding common shares at a ratio of up to ten (10) to one (1).
If the Consolidation is approved, the directors of the Company will have the authority to implement the Consolidation at the ratio of up to ten (10) to one (1) at any time and will be permitted, without further shareholder approval, to select a lower consolidation ratio if they deem it to be appropriate. On the date hereof the directors intend to implement the Consolidation as soon as practicable following the approval of the Consolidation by the shareholders and the TSX Venture Exchange. In addition, notwithstanding approval of the Consolidation by the shareholders, BCGold Corp.'s directors, in their sole discretion, may revoke the Ordinary Resolution and abandon the Consolidation without further approval, action by, or prior notice to shareholders.
The Company's issued and outstanding common shares are currently 98,602,011. If the Consolidation were undertaken at the ratio of ten (10) to one (1), the issued and outstanding common shares would be approximately 9,860,201. The Company does not intend to change its name in concert with the Consolidation.
Private Placement
BCGold Corp. also announces that the financing announced on July 10, 2012 and closed (first tranche) on August 24, 2012 is now closed.
About BCGold Corp.
BCGold Corp. (TSX VENTURE:BCG) is focused primarily on gold exploration and development in under-explored historic and emerging mining districts in British Columbia and Yukon. BCGold Corp. acquires and develops conceptual, early and mid-stage exploration opportunities and advances them towards resource development. Currently, institutional investors hold 17% of the Company's outstanding shares and Kinross Gold Corporation holds 5%.
BCGold Corp.'s principal focus is the 100% owned historic Engineer Mine property and the adjoining Gold Hill property, which total 2,395 ha and are situated in northwestern British Columbia. Since 2007, the Company has incurred approximately $3.5 million in exploration and development expenditures on the properties.
BCGold Corp. also owns 100% of 16 copper-gold properties situated proximal and adjacent to Capstone Mining's Minto mine in Yukon and eight copper-gold porphyry properties in south-central British Columbia. The Company owns 50% and 51%, respectively, in the Voigtberg and Sickle-Sofia copper-gold porphyry properties situated in the Galore Creek and Toodoggone districts.
On behalf of the Board of Directors,
Brian P. Fowler, P. Geo.
President & CEO
Some statements in this news release contain forward-looking information or forward-looking statements. These statements include, but are not limited to, statements with respect to future expenditures and exploration, development and production activities. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the timing and completion of contemplated financings, the actual use of proceeds, receipt of regulatory approvals and the timing and success of future exploration, development and production activities. The Company expressly disclaims any intention or obligation to update or revise any forward- looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
Neither 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.
Contact
BCGold Corp.
Brian P. Fowler, President & CEO
bcgir@bcgoldcorp.com
www.bcgoldcorp.com
