2013-01-18 23:33:07 -
TORONTO, ONTARIO -- (Marketwire) -- 01/18/13 -- Goldeye Explorations Limited ("Goldeye") (TSX VENTURE:GGY) is pleased to announce that it has signed an agreement with a private company, Dutch Flats Gold Inc. ("Dutch Flats"), to acquire 100% of the issued and outstanding shares of Dutch Flats, which in turn owns 100% of the legal and beneficial interest in certain mining and mineral exploration claims known as the "Hot Springs Peak Property" in Humboldt County, Nevada.
About Hot Springs Peak
The Hot Springs Peak Property is a gold project that consists of 163 unpatented claims and 4 leased claims totalling 3340 acres. It is located approximately 20 km west of the northwest boundary of the Getchell Trend, which potentially represents deep seated structural control on deposits such as Pinson (Preble), Turquoise Ridge and Getchell gold deposits. The property is also approximately 25 km west of the intersection of the Getchell Trend and the Battle Mountain Trend.
Due diligence work by Goldeye to date has identified potential new drill targets beneath gravel cover, related to gold-bearing mineralized jasperoids previously identified. The due diligence study and field work are ongoing and a targeting report will be forthcoming.
Terms of the Agreement
Under the terms of the agreement, in addition to a $50,000 non-refundable payment made to the shareholders of Dutch Flats, on closing,11,000,000 Goldeye shares will be exchanged for all 11,000,000 of the issued and outstanding shares of Dutch Flats.
The agreement is conditional on, among other things, Dutch Flats arranging for a minimum $1,000,000 private placement of Goldeye common shares at not less than $0.10 per common share.
The shareholders of Dutch Flats shall be entitled to have two nominees appointed as directors of Goldeye until the next annual meeting of shareholders of Goldeye, which nominees shall then be entitled to be named in management's proposed slate of directors for such meeting.
The shareholders of Dutch Flats have agreed to vote their common shares of Goldeye in support of management of Goldeye and its recommendations and to certain restrictions on the disposition or transfer of such shares, in either case for a period of two years from the closing date.
The completion of the transaction and closing of the agreement is expected to occur on or before February 15, 2013 and is subject to customary conditions, including, without limitation, a satisfactory due diligence review by Goldeye and the execution of a definitive agreement. The proposed transaction has been approved by both companies' boards of directors subject to conditional approval by the TSX Venture Exchange.
This agreement represents a significant milestone in transforming Goldeye's exploration strategy. In November 2012, Goldeye sold its Tyrrell project to Temex Resources Corp, enabling Goldeye to strengthen its treasury while continuing to participate in Tyrrell through its holding of 5 million Temex common shares. Goldeye continues to believe in the potential for Tyrrell to produce a large gold deposit, especially now that the camp is consolidating. Goldeye will now move forward with its current portfolio of large grassroots projects in actively explored areas of Ontario, Chile, British Columbia and now Nevada.
The Dutch Flats agreement will add a new grassroots property to Goldeye's current project portfolio and help to support Goldeye's strategic direction. In addition to the Dutch Flats agreement, Goldeye is also pleased to announce certain management changes. David Jamieson, P.Geo. has been engaged as Sr. Technical Advisor.
Mr. Jamieson has been working with junior mining companies as a consulting geologist for 25 years, mainly in the Abitibi greenstone belt of Ontario and Quebec. He is president of D.R. Jamieson Geological Consulting Ltd. and Tiktaliik Gold Corp., both private companies. Mr. Jamieson has managed and consulted on numerous exploration projects in Ontario, as well as Nunavut, NWT, British Columbia, and Sweden. He has also consulted on underground projects in Ontario (Island Gold, Victoria Creek), and Quebec (Goldex). He is a member of the Association of Professional Geoscientists of Ontario (APGO) and the Prospectors and Developers Association of Canada. Mr. Jamieson will provide technical advice and services to Goldeye, helping to rationalize their current project portfolio, as well as maximize the value of these projects moving forward.
Goldeye is also pleased to announce the appointment of Amy Stephenson as Interim Chief Financial Officer effective immediately.
Mrs. Stephenson has over 20 years of experience in exploration and mining finance. She has been CFO of a number of publicly listed resource companies. Her involvement as a principal and consultant in corporate reorganization and financing includes North America, Australia, China, Western Europe, Latin America, and Africa. Earlier in her career, Mrs. Stephenson worked for a business valuation firm focussed on capital market transactions. Mrs. Stephenson holds an MBA in finance. She is a CFA charterholder and a Certified Management Accountant (CMA). She is a member of the Financial Executive International (FEI) and a non-member (Public) Council to the Association of Professional Geoscientists of Ontario (APGO) and Chair of the Audit Commitee. She was the Chair of Toronto CFA Society's Continuing Education Committee and an equity research writer.
Goldeye would also like to thank Brian Howlett for his efforts as interim CFO since early 2011.
Blaine Webster comments: "We have always gravitated toward jurisdictions where mining is understood and welcomed, and we like projects where there are lots of old workings, or past producing/ producing mines in the area. At Goldeye, we feel if we consolidate a large land position in a proven gold environment, we have the technical ability to add significant value to the project, as proven by Tyrrell. Although the current market environment for junior mining companies is challenging, it also presents opportunities. Therefore, Goldeye has decided to strengthen its management and technical capability and aggressively move forward."
On behalf of the Board of Directors
Blaine Webster, President and CEO
Goldeye is a Canadian gold-focused exploration company with properties in mineral rich, politically secure jurisdictions with long traditions of mining. In Canada, Goldeye holds a 24.5 % interest in the Todd Property in British Columbia, a 100 % interest in the Gold Rock, Sandy Lake and Shining Tree properties in Ontario and additional claims in Tyrrell Twp. after the sale of the main block to Temex Resources Corporation in late 2012. In Chile, Goldeye owns 100 % of the Sonia-Puma property located 180 km north of Santiago.
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.
Goldeye Explorations Limited
Blaine Webster, P.Geo.
President and CEO