Deal To Consolidate Sleeper Gold Project
Jan 06, 2006
X-Cal Resources Ltd and New Sleeper Gold Corporation have reached an agreement to consolidate the 30 square mile Sleeper Gold District, located in Humboldt County, Nevada, into a single entity. X-Cal will become sole operator of the Sleeper Gold Project and will fund ongoing exploration. The long sought after goal is expected to result in both exploration and market efficiencies.
Under the terms of the agreement X-Cal must deliver $ CAN 5 million and 10 million of its common shares to New Sleeper by the later of May 16, 2006 or within 90 days of the receipt of regulatory approvals. New Sleeper must deliver its half of the Sleeper Gold Project to X-Cal.
Fifty thousand $ CAN has been paid by X-Cal to New Sleeper concurrent with signing of the agreement. A further $ CAN 100,000 will be paid when regulatory approvals are obtained. The balance of the cash ($CAN 4.85 Million) and the common shares must follow within the time frame set out above.
New Sleeper will become the largest individual shareholder of X-Cal. The common stock to be received by New Sleeper will be subject to a timed release over a two-year time frame.
The Sleeper Joint Venture has brought the Sleeper database to an advanced stage and defined attractive new targets. X-Cal intends to test these targets and implement the recommendations of the review which was announced by X-Cal on November 08, 2005.
The X-Cal Sleeper Review Panel assembled to make recommendations for ongoing work includes: Dr. Ken Snyder, Dr. Richard Sillitoe (independent),
Dr. Jeffrey Hedenquist (independent) and Larry Kornze, P. Eng as “Qualified Person”. The observations and recommendations of Dr. Sillitoe and Dr. Hedenquist will be published separately by X-Cal.
The minimum next phase exploration budget is estimated at $ US 5 million. The timing and priorities for ongoing work and ultimate budget for the Sleeper Gold Project will be determined by X-Cal.
The closing of the transaction is subject to regulatory approval. The agreement is subject to financing. All cash and share payments must be made by X-Cal to New Sleeper, prior to title transfers and within the time frames set out above, or the agreement will dissolve and the initial cash payments will be retained by New Sleeper.
The contents of this release have been reviewed by Larry Kornze, P. Eng, who is a Qualified Person as defined by NI-43-101.
Caution Concerning Forward-Looking Statements
This news release and related documents may contain certain “forward-looking statements” including, but not limited to, statements relating to interpretation of drilling results and potential mineralization, future exploration work at the Sleeper Gold Project and the expected results of this work. Forward looking statements are statements that are not historical facts and are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: risks related to fluctuations in gold prices; uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Sleeper Gold Project; uncertainties involved in the interpretation of drilling results and other tests; the possibility that required permits may not be obtained in a timely manner or at all; risk of accidents, equipment breakdowns or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; the risk of environmental contamination or damage resulting from the exploration operations at the Sleeper Gold Project.
Forward-looking statements contained in this release and related documents are based on the beliefs, estimates and opinions of management on the date the statements are made. There can be no assurance that such statements will prove accurate. Actual results may differ materially from those anticipated or projected. X-Cal Resources undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.
Shawn Kennedy
President
