Bravo Announces Plan of Arrangement
12:03 PM ET, September 22, 2009
VANCOUVER, BRITISH COLUMBIA, Sep 22, 2009 (Marketwire via COMTEX) -- Bravo Venture Group Inc., ("BVG") (BVG)(FRANKFURT:B6I) announced today that it has determined the proposed terms of an Arrangement whereunder BVG will transfer its U.S. properties in the State of Nevada currently held by its operating subsidiary Bravo Alaska Inc. to a new British Columbia subsidiary company, Bravada Gold Corporation ("Bravada").
Under the Arrangement:
(a) the authorized capital of BVG will be amended by redesignating the issued and outstanding BVG common Shares as Class B Shares to which shall be attached a preferential right with respect to the payment of dividends; the authorized share structure of BVG shall be amended by the creation of an unlimited number of Class A shares to which no preferential rights shall be attached;
(b) BVG will transfer all the issued and outstanding shares of its wholly owned subsidiary, Bravo Alaska Inc. to Bravada and in consideration therefore Bravada will issue to BVG that number of Bravada common shares as is equal to 1/6th of the issued and outstanding shares of BVG on the Effective Date (the "Transfer Consideration");
(c) Each holder of an issued Class B share of BVG will exchange such share for one Class A BVG share and one Bravada common share (being a portion of the Transfer Consideration) for each 12 Class B shares of BVG held by such holder; the Class B shares will be cancelled; and the authorized share capital of BVG will be further amended by redesignating the Class A shares as common shares and for each amendment to the capital of BVG the Notice of Articles will be amended accordingly.
The effect of the Arrangement will be:
- The shares of Bravo Alaska, Inc will be held by Bravada rather than by BVG; and BVG shareholders will remain as shareholders of BVG having the same number of common shares of BVG as before the Arrangement and in addition will have one fully paid common share of Bravada for each 12 common shares of BVG held by such shareholder. The proportion of the Transfer Consideration not distributed to the BVG shareholders as outlined above will be held by BVG as an asset. The Effective Date for the determination of the Transfer Consideration and the distribution outlined above will be the date the Arrangement is approved. It is not proposed to issue any fractional shares nor pay any cash in lieu, with any fractions resulting being rounded to the nearest whole number.
- Bravada will be seeking to list its common shares on the TSX Venture Exchange with the initial Board of Directors of Bravada being essentially the same as the Board of Directors of BVG and with the initial operating/listing cash requirements of Bravada being funded by the purchase by BVG of redeemable preference shares of Bravada.
- Continued exploration and development work on Bravada's 12 mineral properties in Nevada will be funded by Bravada.
- Continued exploration and development work on BVG's Homestake Ridge property in British Columbia will continue to be funded by BVG.
BVG is in the process of completing the preparation of documentation to support an application to the British Columbia Supreme Court for an interim order to set the terms of the calling and conducting of a meeting of shareholders of BVG and the resolution of Bravada to approve the Arrangement in accordance with the provisions of the Business Corporations Act (British Columbia). It is anticipated that the meeting will be held and the arrangement completed before December 31, 2009. The Business Corporations Act does not mandate the grant of dissent rights; however, the Company has determined to grant dissent rights.
President Joe Kizis commented, "The Plan of Arrangement provides an opportunity for shareholders to benefit from the development of mineral properties in these two highly prolific areas of North America which have been acquired and developed by Bravo over the past several years. Bravo plans to focus on further exploration and development of its core asset, gold/silver/base metal deposits at its Homestake Ridge project in NW British Columbia, while retaining a significant equity interest in the Nevada properties through Bravada and arranging the participation in Bravada directly by BVG shareholders. Bravada, with an initial portfolio of 12 properties (approximately 7,700 hectares, or approximately 30 square miles), will have one of the largest land position of any junior in the Battle Mountain-Eureka Gold trend, providing shareholders with potential for significant discoveries in this region of very large gold deposits. Drill targets have already been identified at six of the projects, with permitting either complete or in progress. Other property acquisitions are being considered that could further enhance exploration success."
Bravada Properties:
The largest Carlin-style gold deposits occur along two major trends in Nevada; the Carlin trend and the Battle Mountain-Eureka trend. Deep crustal features are believed to be responsible for the trends. The attached map shows known deposits and Bravada's current land positions. Along these trends, deposits further cluster as districts and sub-districts. A striking characteristic of large Carlin-style gold deposits is their association with smaller gold deposits that have virtually identical alteration and geochemistry signatures. For example, relatively small gold deposits were discovered at and around the Cortez mine decades before the discovery of the much-larger Pipeline and Cortez Hills deposits. Goldstrike and Turquoise Ridge are other very large deposits that were discovered long after nearby small deposits were placed into production.
The PH property lies immediately east of US Gold's Tonkin Springs property and northeast of Miranda's Red Hills gold project. Gold mineralization is exposed in prospective Lower Plate carbonates at PH, with assays of surface grab samples ranging from background to 3.39g/t Au. Alteration and pathfinder geochemistry is typical of Carlin-style deposits. Permits are being acquired to drill test two attractive targets; one is a geophysical magnetic 'bulls-eye' high beneath post-mineral gravel and volcanic cover along the western property boundary that may be caused by a mineralized intrusion, and the other is the highly prospective Roberts Mountains formation beneath surface mineralization in less favorable carbonate rocks in the eastern portion of the property.
Currently, the Eureka Mining district hosts approximately the same number of ounces of gold in historic production, reserves, and resources as was known in the Cortez district prior to discoveries of the very large Pipeline and Cortez Hills deposits and is strong evidence that one or more very large deposits may be found in the Eureka district.
The Signal and Temple properties are in the northwestern portion of the Eureka district, and both contain small non-43-101 accumulations of gold with typical Carlin-style alteration and geochemistry. Mapping at both projects shows the "feeder" faults should intersect highly favorable Devonian-age carbonate host rocks between 450m and 600m depth. Signal is permitted and bonded for drilling, and permitting is underway for drill sites at Temple.
The SF property is located east of the Eocene-age Carlin-type deposits at Cortez and east of the Miocene-age low-sulfidation epithermal-type deposit at Buckhorn. Several large Carlin deposits show evidence of overprinting by younger gold systems, an indication that their plumbing systems are deeply rooted. Both Carlin-type and low-sulfidation-type alteration are present at SF, with narrow zones of Carlin-style geochemistry intersected in a drill hole directly east of the property by a competitor. Host rocks are the highly favorable Devonian-age Wenban limestone and Horse Canyon formation. SF is permitted and bonded for drilling.
The Gabel property lies along the northern portion of the Roberts Mountains, east of Tonkin Springs and north of the US Gold's Gold Bar deposits. The region hosts significant past production and reported resources. Carlin-style alteration is widespread at the property, and mapping indicates that the highly prospective Silurian/Devonian-age Roberts Mountains formation should lie within approximately 300m of surface in the western portion of the property; no drilling has tested this important host rock at Gabel. In addition, an attractive target exists in favorable Devonian host rocks. Gabel is permitted and bonded for drilling.
The Granite Mountain property consists of a small parcel of private, fee land northwest of Barrick's Pipeline mine and Coral Gold's Robertson property. Eocene-age dikes are common, cutting Upper Plate sediments. Grab samples contain anomalous gold to 1.46g/t Au with typical Carlin-style pathfinders and alteration.
The rights to barite at the Company's Shoshone Pediment property were leased to Baker Hughes, for which the Company will receive a royalty for any barite produced from the property. However, the Company reserves the rights to gold and other metals, and will receive splits of any drill samples collected by Baker Hughes (see specifics in News Release NR-08-09). Low-level gold and encouraging pathfinder geochemistry are widespread in generally unfavorable Upper Plate rocks, and the property is on strike with a series of small gold deposits in Upper Plate rocks at US Gold's Slaven Canyon property. More prospective Lower Plate carbonates are at an unknown depth at the property.
The Company also has several 'pediment' plays, properties along trend with favorable host rocks and gold mineralization, but covered with post-mineral gravel. These include the North Lone Mountain, South Lone Mountain, South Gold Bar, 3Bar, and HO properties.
About Bravo Venture Group Inc. and Bravada Gold Corp.
Bravo Venture Group Inc. will focus on exploring its precious and base metal-rich Homestake Ridge project in British Columbia, a gold-rich epithermal/VMS-related system within Eskay Creek/Silbak-Premier stratigraphy. Bravada Gold Corp. will focus on exploring its extensive Carlin-type gold holdings strategically located within the Battle Mountain/Eureka "Cortez" gold trend in Nevada.
On behalf of the Board of Directors
Joseph A. Kizis Jr., Director, President, Bravo Venture Group Inc.
We seek safe harbor.
To view accompanying map: http://media3.marketwire.com/docs/0922bravo.jpg
SOURCE: Bravo Venture Group Inc.
Bravo Venture Group Inc.
Jay Oness
1-888-456-1112 or 604-684-9384
corpdev@mnxltd.com
www.bravoventuregroup.com |
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