PERTH (miningweekly.com) – Minerals explorer Element79 Gold Corporation has entered into a securities exchange agreement with 1316524 B.C (Goldco) to acquire all of the issued and outstanding securities of Goldco.

Under the terms of the agreement, Element79 would acquire all of the issued and outstanding shares of Goldco in exchange for a $300 000 cash payment, and 2.5-million common shares of Element79 Gold, subject to shareholder approval.

Goldco has entered into an asset purchase agreement with Clover Nevada and Maverick Springs Mining Company to acquire the flagship Maverick Springs gold project and 15 additional projects that comprise the Battle Mountain portfolio, all in Nevada.

The Maverick Springs project hosts an historic gold equivalent resource of 1.7-million ounces of indicated and 1.9-million ounces of inferred resource, and consists of some 4 800 acres across 247 unpatented claims that straddle the border of Elko County and White Pine County.

“The pending acquisition of this vast Nevada portfolio of mining assets offers Element79 Gold a seat at a distinguished table in the capital of North American gold mining,” said Element79 Gold president and CEO James Tworek.

“By executing the next step of our high-tempo development strategy through the pending acquisition of Maverick Springs and the Battle Mountain portfolio, Element79 Gold is gaining access to one of the most prolific gold mining districts in the world.”

The Battle Mountain portfolio is comprised of 15 separate projects that total over 44 478 acres across 2 203 unpatented claims in five counties: Elko County, Eureka County, Humboldt County, Lander County, and Nye County.

Element79 expects to complete the acquisition of Goldco on or around November 30.

Under Goldco’s asset purchase agreement, the vendors of the Maverick Springs and the Battle Mountain projects will retain a $500 000 deposit previously advanced by Goldco and Element79 Gold, which will assume all obligations under the asset purchase agreement upon completion of its acquisition of Goldco, and will make an additional $1.5-million cash payment as directed by the Vendors.

Element79 Gold will also issue such number of shares as is required to result in the vendors holding a 9.9% equity interest in Element79 Gold on a basic, non-diluted basis immediately following the issuance of such shares, subject to a maximum of $6-million worth of shares being issued.

Element79 Gold must also create and issue a contingent value right (CVR) to Waterton Nevada Splitter, a subsidiary of Waterton Precious Metals Fund II Cayman. Pursuant to the CVR, Splitter will be entitled to receive a cash payment of $2-million payable on the earlier of either commercial production or the 12-month anniversary of the close of the Maverick Springs and the Battle Mountain portfolio buy.

Splitter will also be entitled to receive a second payment, in cash or common shares, of Element79 Gold, 12 months following the closing of the acquisition of Maverick Springs and the Battle Mountain portfolio. The amount of the second payment will be equal to the shortfall (if any) between $6-million and the value of the common shares of Element79 Gold issued at closing pursuant to the asset purchase agreement.