This one packs a wollop:
Walloper Gold Enters Into a Letter of Intent With East
Asia Minerals Corporation and a Private Placement up to
$3,375,000 With Pacific International Securities
VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 4, 2004) - NOT
FOR DISSEMINATION VIA US NEWSWIRE SERVICES
Walloper Gold Resources Ltd. (the "Company") is pleased to
announce it has entered into a letter of intent with East Asia
Minerals Corporation ("EAM") a privately held Ontario company,
for the purchase of all of the issued and outstanding shares of
EAM. Pursuant to the letter of intent, it is anticipated that
EAM's shareholders will sell all of their shares of EAM to the
Company in exchange for consideration consisting of one of the
Company's shares for each EAM share. EAM has 5,444,000 shares
issued and outstanding. As a result of the share exchange EAM
shall become a wholly owned subsidiary of the Company. The shares
of the Company issued to EAM founders approximating 3,900,000
shares shall be subject to a 3 year escrow schedule under the
policies of the TSX Venture Exchange. A final agreement must be
entered into within 60 days of the signing of the letter of
intent.
Any agreement is subject to the completion of due diligence by
both companies and the approval of the TSX Venture Exchange. A
finder's fee will be payable on the transaction.
In addition, the Company is pleased to announce that it has
entered into an agency agreement with Pacific International
Securities Inc. (the "Agent") for the private placement, on a
best efforts basis, of up to 7,500,000 units (the "Units") at a
price of $0.45 per Unit (the "Offering") for gross proceeds of up
to $3,375,000. Each Unit will consist of one common share and one
half common share purchase warrant. Each whole warrant will be
exercisable into one common share for two years from the date of
closing at a price of $0.75 per share for the first year and
$1.00 per share for the second year. The Agent has an
over-allotment option, upon mutual agreement by the Company,
exercisable at any time up to the closing, to increase the size
of the Offering by up to 20%.
The Company will pay the Agent a fee of 7% cash on the gross
proceeds of the Offering in a combination of cash and Units, with
the apportionment at the election of the Agent, such election to
be made prior to closing. In addition, the Company shall issue to
the Agent on the closing of the Offering, compensation options
(the "Compensation Options") equal in number to 12% of the number
of Units sold under the Offering including any Units sold
pursuant to the over-allotment option which will entitle the
Agent to purchase, at an exercise price equal to $0.50, one
common share and one half of one non-transferable common share
purchase warrant. Each whole warrant will be exercisable into one
common share for two years from the date of closing at a price of
$0.80 per share for the first year and $1.05 per share for the
second year
The private placement is subject to certain conditions including
all of the necessary regulatory approvals.
Proceeds of the private placement will be used towards funding
exploration on existing projects in Mongolia, acquiring
additional projects and for general corporate purposes. Closing
of the above transactions is expected within 90 days
In addition, prior to the completion of the foregoing
transactions, EAM will carry out an interim financing consisting
of a private placement of approximately 1,430,000 shares in the
capital stock of EAM for proceeds of up to $500,000. EAM shall
use commercially reasonable efforts to close such financing 30
days prior to the completion of the acquisition of EAM by
Walloper and the concurrent financing.
About East Asia Minerals
EAM is a Canadian mineral exploration company with an initial
focus on developing Mongolian gold projects. EAM has a strong
technical management team including the following individuals;
Lyndon Bradish - President/CEO
- Past Managing Director of Noranda Pacific Ltd. (Australia) and
Noranda Asia Ltd. (Hong Kong)
- President and Director of Manila Mining Corporation
- Past Vice President of Diamond Drilling Corp. of the Philippines
- Director of Lepanto Consolidated Mining Company
- Managed the Victoria Gold Mine (120,000 oz/yr producer)
Dr. (Anthony) Tony Page - Vice President Exploration
- Asian-Central Asian specialist
- Past manager of RTZ Russia and
- Over 10 years in China
- BHP Billiton site manger on Lanping pre-feasibility
Edward Van Ginkel - Vice President Business Development, Corporate
Secretary (Legal Counsel)
- Past Vice President International Projects and Vice President General
Counsel for Noranda Inc.
- Extensive experience in all aspects of mine acquisition and
development (e.g Antamina)
John Gingerich - CFO
- Past Director Research and Technical Innovation Noranda
- Architect/leader/champion to many of today's leading technologies
(Hyperspectral, MEGATEM, 3-D Seismic, Gocad - Mira Geoscience,
Titan -24)
The asset acquisition involving EAM will not include a change of
management of the Company. It is expected that Lyndon Bradish
shall be appointed President/CEO and a Director of the Company.
Current Projects
Tavt Gold-Copper (porphyry) Project
EAM has an option to acquire a 100% interest, subject to a 1% NSR
in the Tavt project located in the Bulgan Aimag Province in
northern Mongolia. EAM must fund minimum first year exploration
expenditures of US$500,000, of which US$320,000 must be spent on
drilling programs. EAM must also make option payments of
US$25,000 on July 15, 2004 (paid), US$25,000 on August 15, 2004
and US$1,000,000 within 20 days from the first year anniversary
date. The Tavt project is thought to be a copper-gold porphyry
system that has been overprinted by several phases of gold
mineralization with several large magmatic gold-copper veins.
There is a small interior claim on which a small scale gold
operation is in development. EAM has a right of first offer on
this claim.
Khok Adar Copper-Gold Project
EAM has an option to acquire a 75% interest in Khok Adar project,
located in the Bayan Olgii Province of Mongolia. EAM must fund
US$1,000,000 in exploration expenditures over 3 years, with
minimum first year expenditures of US$150,000. The Khok Adar
project is a VMS copper-gold-zinc system that has been
overprinted by several phases of epithermal
alteration/mineralization.
Yamaat Gold-Copper Project
EAM has an option to acquire a 77% interest in the Yamaat
project, located in the Bayan Olgii Province of Mongolia. EAM
must fund US$2,055,000 in exploration expenditures over 4 years,
with minimum first year expenditures of US$245,000. Approximately
US$100,000 has been spent to date. The Yamaat project is a
mesothermal turbidite hosted gold- copper vein system.
ON BEHALF OF THE BOARD
Darren Pylot, Director
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in the
United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities laws
and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
Walloper Gold Resources Ltd.
Mark Patchett
(604) 684-2130
(604) 688-2180 (FAX)
Email: mpatchett@wallopergold.com
The TSX Venture Exchange has neither approved or disapproved of
the contents herein.
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