Asiamet Res Regulatory News (ARS)

26 Nov 2014 07:00

Kalimantan Gold Corporation Limited ("KLG” or the "Company") is pleased to announce that it has today signed a non-binding letter of intent (“LOI”) with Tigers Realm Copper Pty Ltd. (“Tigers”), a private Australian corporation within the Tigers Realm Group of companies, to purchase Tigers’ interest in the Beutong copper-gold project, Sumatra, Indonesia (“Beutong”). The consideration for this acquisition will be the issue of 171,407,156 KLG common shares (“Consideration Shares”) and 14,675,000 KLG share purchase warrants.

Highlights

Agreement reached to acquire Tigers’ interest in the Beutong Copper-Gold Project, Sumatra, Indonesia Beutong’s Mineral Resource on a 100% basis comprises: Measured and Indicated Resources of 93Mt at 0.61% Cu, 0.13ppm Au, 1.97ppm Ag and 97ppm Mo (0.3% Cu Reporting Cut) for contained metal of 1,241MIbs copper, 373koz gold, 5,698koz silver and 20MIbs molybdenum (0.3% Cu Reporting Cut); and Inferred Resources of 418Mt at 0.45% Cu, 0.13ppm Au, 1.11ppm Ag and 129ppm Mo (0.3% Cu Reporting Cut) for contained metal of 4,092MIbs copper, 1,746koz gold, 14,903koz silver and 112MIbs molybdenum (0.3% Cu Reporting Cut). Beutong’s Mineral Resource on a relevant attributable 40% interest basis comprises: Measured and Indicated Resources of 38Mt at 0.61% Cu, 0.13ppm Au, 1.97ppm Ag and 97ppm Mo (0.3% Cu Reporting Cut) for contained metal of 496MIbs copper, 149koz gold, 2,279koz silver and 8MIbs molybdenum (0.3% Cu Reporting Cut); and Inferred Resources of 167Mt at 0.45% Cu, 0.13ppm Au, 1.11ppm Ag and 129ppm Mo (0.3% Cu Reporting Cut) for contained metal of 1,637MIbs copper, 698koz gold, 5,961koz silver and 45MIbs molybdenum (0.3% Cu Reporting Cut). Complementary asset combination. Small-medium scale, near surface copper opportunity at KLG’s Beruang Kanan with potential to be the starter project, a large copper-gold growth option at Beutong, and a highly prospective copper and gold exploration portfolio Highly experienced resource industry CEO Tony Manini to join KLG as Deputy Chairman and CEO Extensive project evaluation, mine development and financing capability and experience available to KLG team Establishes a strong copper and gold portfolio close to key growth markets in the Asian region Diversifies shareholder base and expands funding options for KLG Capital raising of at least US$3 million to fund ongoing drilling and studies. Consistent news flow anticipated

Faldi Ismail, the current Deputy Chairman and CEO of KLG stated, “The acquisition of Beutong, combined with the Company’s own KSK copper Mineral Resource and its Jelai gold prospect creates a quality portfolio of pre-development copper and gold assets all located within Indonesia. All three projects have significant growth potential and their combination will create a platform upon which to continue to build a significant regional Asian focused copper-gold business. We are looking forward to working with Tony in our efforts to raise the necessary funding to progress the Company’s projects. It is expected that the combination of projects and a team with a strong track record in developing projects in Asia / Pacific will be well supported by investors”.

LOI Overview

The principal terms of the LOI provide that during a 20 day due diligence period (“Due Diligence Period“) the parties will negotiate a definitive agreement pursuant to which KLG will purchase the Optionholder (defined in next section) a wholly owned subsidiary of Tigers which holds Tigers’ interest in Beutong. The consideration for this acquisition will be the issue of 171,407,156 KLG common shares (“Consideration Shares”) and 14,675,000 KLG share purchase warrants, such that the weighted average exercise price of the warrants is the same as the current weighted average exercise price per KLG option being, C$0.09 (“Consideration Warrants”). On completion of this acquisition KLG will issue the Consideration Shares and Consideration Warrants to Tigers which will procure the distribution of the Consideration Shares to the shareholders in the ultimate parent company of Tigers being Tigers Realm Metals Pty Ltd (“TRM Parent”) on a pro-rata basis and the Consideration Warrants to TRM Parent’s option holders on a pro-rata basis.

Completion of the transaction will be subject to satisfaction of a number of conditions, including, but not limited to receipt of applicable regulatory approvals and KLG completing a concurrent equity placement for gross proceeds of not less than US$3 million at a price to be determined in the context of the market and as agreed by the parties (“Capital Raising”). The Capital Raising is subject to compliance with applicable securities laws and to receipt of regulatory approval. The Company reserves the right to increase the size of the Capital Raising.

It is intended that the proceeds of the Capital Raising will be used to fund the Company’s next phase of infill and expansion drilling and metallurgical studies at KLG’s existing Beruang Kanan prospect within the Company’s KSK Contract of Work in Kalimantan, Indonesia and on finalizing conversion of the Beutong Izin Usaha Pertambangan (“IUP”) from an exploration IUP to an exploitation IUP, as well as for general working capital purposes.

TRM Parent will lend KLG the funds required to fund KLG’s 50% share of due diligence and transaction related costs and expenses on the basis of an interest free loan only repayable from the proceeds of the Capital Raising (“Due Diligence Loan”).

Separate to the Due Diligence Loan, TRM Parent will also provide KLG with a US$250,000 interest free loan (“TRM Parent Loan”) upon the completion of various conditions precedent by the end of the Due Diligence Period. The TRM Parent Loan will be used to fund the ongoing operating expenses of KLG and its subsidiaries in order to sustain operations at the same level as existed during the Due Diligence Period. The TRM Parent Loan will be repayable in cash from the proceeds of the Capital Raising, and, subject to regulatory approval, in KLG shares if the Capital Raising is not completed.

On closing the acquisition, current TRM Parent director Tony Manini will be appointed as the Deputy Chairman and Chief Executive Officer of KLG in place of Faldi Ismail who will remain as a director of KLG. Current director of KLG Stephen Hughes will become the VP Exploration and Mansur Geiger will become VP Indonesia for KLG. Mr Manini’s remuneration level and conditions will be determined according to industry standards and market conditions.

Tony Manini has over 28 years industry experience including 14 years with Rio Tinto and 9 years at Oxiana/OZ Minerals where he was a founding member and senior executive. Tony is a founding member of the Tigers Realm Group, a co-founder of EMR Capital and executive chairman of Tigers Realm Coal. He has a significant exploration discovery record and a long and successful operating background in Asia. The Tigers Realm Group is widely known and strongly supported in mining and metals markets globally and has raised more than A$150 million for exploration and development funding in the past five years.

Beutong Overview

The Beutong Project is located within the Beutong IUP located in Aceh in Indonesia, some 60 kilometres inland from the coastal city of Meulaboh on the island of Sumatra.

The Beutong IUP is held by PT Emas Mineral Murni (“PT EMM”), a company registered in Indonesia. PT EMM is owned 80% by Beutong Resources Pte Ltd. (“BR”), a company registered in Singapore. Tigers wholly owned subsidiary, Tigers Copper Singapore No. 1 Pte Ltd (“Optionholder’) owns 50% of the shares of BR (for an effective 40% interest in the Beutong IUP). Pursuant to an option joint venture agreement the Optionholder can increase its shareholding in BR to 100% by completing expenditure and development milestones so that it can ultimately hold an effective 80% interest in the Beutong IUP.

Asset Highlights

Large scale copper-gold-molybdenum resource with a high grade core and potential for significant additional upside The Beutong IUP covers two porphyry copper-gold-molybdenum prospects - West and East Porphyries and the Beutong Skarn (copper-gold) Excellent infrastructure exists with major road, grid power and a port located nearby

Figure 1: Location of the Beutong Project, Indonesia Beutong Mineral ResourcesTo view Figure 1, click onto the following link: http://www.fscwire.com/sites/default/files/NR/792/4898_kalimantannov262014002.gif

Beutong contains copper-gold porphyry and skarn mineralisation with a Mineral Resource prepared by Duncan Hackman, an independent Qualified Person within the meaning of NI 43-101 for the purposes of Mineral Resource estimates, effective November 2014. The Mineral Resource estimate (covering the 1,500m strike extent and the 200 to 500m width of the porphyry system and 600m by 50m skarn body to the north of the porphyry) is presented in the tables below on a 100% basis and on a 40% basis.

Mineral Resources for the Beutong mineralization have been estimated in conformity with generally accepted CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” Guidelines. In the opinion of Duncan Hackman, the block model Mineral Resource estimate and resource classification reported herein are a reasonable representation of the copper Mineral Resources found in the defined area of the Beutong mineralization. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resource will be converted into Mineral Reserve. Computational discrepancies in the table and the body of the Release are the result of rounding.

Beutong 2014 Resource Estimate (100% Basis) - Report at 0.3% Cu Lower Cut
Classification (NI 43-101)		Mineralisation		Tonnes (Mt)		Grade								Metal
						Cu (%)		Au (ppm)		Ag (ppm)		Mo (ppm)		Cu (Mlb)		Au (kOz)		Ag (kOz)		Mo (Mlb)
Measured		East Porphyry		34		0.66		0.13		1.74		90		494		137		1,901		7
Indicated		East Porphyry		52		0.56		0.1		1.53		110		646		176		2,563		13
		Skarn		7		0.7		0.28		5.84		8		101		59		1,234		0
Measured		Total		34		0.66		0.13		1.74		90		494		137		1,901		7
Indicated		Total		59		0.58		0.12		2.01		99		747		236		3,797		13
Total				93		0.61		0.13		1.97		97		1,241		373		5,698		20
Inferred		East Porphyry		80		0.52		0.1		2.24		139		904		251		5,753		24
		West Porphyry		326		0.43		0.14		0.77		128		3,064		1,443		8,101		86
		Outer East Porphyry		6		0.36		0.06		1.1		153		46		12		209		2
		Outer West Porphyry		1		0.37		0.11		1.06		45		11		5		49		0
		Skarn		5		0.64		0.24		5.22		10		66		36		791		0
Inferred		Total		418		0.45		0.13		1.11		129		4,092		1,746		14,903		112
Beutong 2014 Resource Estimate (net attributable 40% basis) - Report at 0.3% Cu Lower Cut
Classification (NI 43-101)		Mineralisation		Tonnes (Mt)		Grade								Metal
						Cu (%)		Au (ppm)		Ag (ppm)		Mo (ppm)		Cu (Mlb)		Au (kOz)		Ag (kOz)		Mo (Mlb)
Measured		East Porphyry		14		0.66		0.13		1.74		90		198		55		760		3
Indicated		East Porphyry		21		0.56		0.1		1.53		110		258		70		1,025		5
		Skarn		3		0.7		0.28		5.84		8		41		24		494		0
Measured		Total		14		0.66		0.13		1.74		90		198		55		760		3
Indicated		Total		24		0.58		0.12		2.01		99		299		94		1,519		5
Total				38		0.61		0.13		1.97		97		496		149		2,279		8
Inferred		East Porphyry		32		0.52		0.1		2.24		139		362		100		2,301		10
		West Porphyry		130		0.43		0.14		0.77		128		1,226		577		3,240		34
		Outer East Porphyry		2		0.36		0.06		1.1		153		19		5		84		1
		Outer West Porphyry		0		0.37		0.11		1.06		45		4		2		20		0
		Skarn		2		0.64		0.24		5.22		10		26		14		316		0
Inferred		Total		167		0.45		0.13		1.11		129		1,637		698		5,961		45

Qualified Person

Duncan Hackman (B. App. Sc., MSc., MAIG) of Hackman & Associates Pty Ltd (Australia) is the independent Qualified Person within the meaning of NI 43-101 for the purposes of Mineral Resource estimates contained within this press release. Data disclosed in this press release have been reviewed and verified by TRM’s qualified person, Stephen Hughes, P. Geo, an Employee of Tigers Realm Group, director of KLG and a Qualified Person within the meaning of NI 43-101.

About Kalimantan Gold Corporation Limited

Kalimantan Gold Corporation Limited is a junior exploration company listed on both the TSX Venture Exchange in Canada and on the AIM market in London. The Company has two exploration projects in Kalimantan, Indonesia: the 100% owned Jelai epithermal gold project in East Kalimantan and the 100% owned KSK Contract of Work in Central Kalimantan. A NI 43-101 Mineral Resource of 47 million tonnes averaging 0.60% Cu for 622 million pounds of copper (0.2% Cu cut-off) has been estimated at the Main Zone of the Beruang Kanan ("BKM") prospect within the KSK Contract of work and the tenement shows potential for multiple porphyry copper and gold prospects. For further information please visit www.kalimantan.com

ON BEHALF OF THE BOARD OF DIRECTORS

For further information please contact:

Faldi IsmailDeputy Chairman and CEO, Kalimantan GoldMobile: +61 (0) 423 206 324Email: faldi.ismail@kalimantan.comGerald CheyneDirector Corporate DevelopmentTelephone: +44 (0) 2077311806Mobile: +44 (0) 7717473168Email: gerald.cheyne@kalimantan.comVSA Capital LimitedAndrew Raca / Justin McKeeganTelephone: +44 20 3005 5004 / +44 20 3005 5009Email: araca@vsacapital.comKalimantan Gold's Nominated AdviserRFC Ambrian LimitedAndrew Thomson / Trinity McIntyreTelephone: +61 8 9480 2500Email: andrew.thomson@rfcambrian.com / trinity.mcintyre@rfcambrian.com

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.

This news release contains forward-looking statements that are based on the Company’s current expectations and estimates. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

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