Vancouver, BC - TheNewswire - February 7, 2023 - Au Gold Corp. (TSXV:AUGC) (“AUGC” or the “Company”) is pleased to announce it has entered into a purchase and sale agreement (the “Agreement”) with Almadex Minerals Ltd. (“Almadex”) (TSXV:DEX) whereby the Company will acquire Almadex’s forty percent (40%) ownership of the Ponderosa Gold Project, located in the Nicola Mining Division, British Columbia (the “Acquisition”). Completion of the Acquisition will bring the Company to 100% ownership of the Ponderosa Gold Project. The Company previously acquired 60% ownership of the Ponderosa Gold Project pursuant to an option agreement dated September 6, 2019 with Almadex (the “Option Agreement”).

“We are very pleased to consolidate our ownership of the central claim at Ponderosa” said the Company’s President and CEO, Marc G. Blythe “The team is excited to continue our low-cost exploration at Ponderosa during 2023.”

About the Ponderosa Gold Project

The Ponderosa Gold Property is located 16 km southwest of Merritt, BC, within the Spences Bridge Gold Belt which forms a northwest trending belt roughly 180 km long and up to 24 km wide.

Exploration by AUGC and others, notably Westhaven Gold Corp. (TSXV: WHN.V), has identified the potential for gold associated with low-sulphidation epithermal mineralization (quartz-adularia). Examples of this style of mineralization include Waihi (Oceanagold), Hishikari (Sumitomo Metal Mining) and Fruta Del Norte (Lundin Gold).

Rocks of immediate interest in the belt and underlying much of the Property comprise successions of Cretaceous subaerial and pyroclastic volcanic flows which host significant gold mineralization at Westhaven Gold Corp.’s Shovelnose project approximately 20 km southeast of the Ponderosa Gold Property. Geology across the Ponderosa Gold Property claim group is broadly divided into two Cretaceous age volcanic sequences comprising subaerial and pyroclastic volcanic flows of the Pimainus and Spius Formations.

The Ponderosa Gold Property is located within the unceded traditional territory of the Nlaka’pamux People.

Further information on the Property can be found on the Company’s website: https://www.augoldcorp.com/ponderosa-property/.

 

Transaction Details

Pursuant to the Agreement, the Company will acquire Almadex’s forty percent (40%) ownership of the Ponderosa Gold Project and terminate the Option Agreement, in consideration for which the Company will:

1. (i)issue to Almadex a total of 750,000 common shares in the capital of the Company (the Consideration Shares”) upon closing of the Acquisition;  

2. (ii)grant to Almadex a two percent (2%) net smelter returns royalty in relation to the Ponderosa Gold Project on terms more particularly set out in a royalty agreement to be entered into in connection with the closing of the Acquisition; and 

3. (iii)issue to Almadex a total of 500,000 common shares in the capital of the Company (the Contingent Shares”) conditional upon the defining of a Mineral Resource (as such term is defined by the Canadian Institute of Mining, Metallurgy and Petroleum) on the Ponderosa Gold Project of at least 250,000 ounces of gold. 

The Agreement is subject to the approval of the TSX Venture Exchange.  

Qualified Person Statement

All scientific and technical information in this press release has been prepared by William Wengzynowski, P. Eng., a qualified person as defined by NI 43-101. Mr. Wengzynowski is the Exploration Manager for the Company.

Au Gold Corp.

Marc G. Blythe, MBA, P.Eng., President & Chief Executive Officer

Sandrine Lam, Investor Relations Phone: 1-604-687-3520 Ext. 250

Email: info@augoldcorp.com

To learn more visit: https://www.augoldcorp.com

Forward Looking Information

Certain statements made, and information contained herein may constitute "forward looking information" and "forward looking statements" within the meaning of applicable Canadian and United States securities legislation. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including without limitation, the statement that the Company intends to complete the Acquisition and all actions in connection with the Acquisition are forward-looking statements and contain forward-looking information. These statements and information are based on facts currently available to the Company and there is no assurance that actual results will meet management's expectations. Forward-looking statements and information may be identified by such terms as "anticipates", "believes", "targets", "estimates", "plans", "expects", "may", "will", "could" or "would". Forward-looking statements and information contained herein are based on certain factors and assumptions regarding, among other things, the closing of the Acquisition, the receipt of regulatory approvals for the Acquisition and other matters. While the Company considers its assumptions to be reasonable as of the date hereof, forward-looking statements and information are not guaranteeing of future performance and readers should not place undue importance on such statements as actual events and results may differ materially from those described herein. The Company does not undertake to update any forward-looking statements or information except as may be required by applicable securities laws.

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.