Gitennes Adds Quebec Gold Properties in Established Gold Camps Agreements Signed to Acquire Three Gold Properties and a Polymetallic Property in Val-d'Or Region
Vancouver, June 29, 2020 - Gitennes Exploration Inc. ("Gitennes" or the "Company") (TSXV: GIT) is pleased to announce that it has entered into three agreements, as defined below, with arm's lengths parties to acquire gold properties in established gold camps in Quebec. The first property Riviere-a-l'Aigle ("RAL") is adjacent to Osisko Mining Inc.'s Windfall Lake property and two of the properties are in the vicinity of the past producing Joe Mann gold mine, with one property ("New Mosher") adjacent to the past producing mine property and the other ("JMW") is along the favourable geological structure that hosts the Joe Mann mine and other gold prospects (see location map below). The agreement for the JMW property also includes polymetallic claims in the Val-d'Or region. In addition to the three gold property acquisitions, Gitennes will be consolidating its current outstanding common shares on a 10 pre-consolidation common shares for one post consolidation share. With the new properties Gitennes will be undertaking a non-brokered private placement of up to $1.25 million to fund exploration. The Company also announces that upon closing of the property transactions, Mr. Kiril Mugerman, President, and CEO of Kintavar Exploration Inc. will be joining the Gitennes' Board of Directors. Property Highlights
RAL
RAL is located adjacent to Osisko Mining Inc.'s Windfall Lake property and consists of 119 claims totalling 6,600 hectares. Work to date on RAL has produced strong geochemical anomalies in tills that appear to be associated with major faults and shear zone axes. Osisko's work on its property has produced similar geochemical anomalies confirming the gold in tills trend seen on RAL.
JMW
The property consists of 38 claims totalling 2,125 hectares and is located along the Guercheville Fault/Deformation Zone which is host to the past producing Joe Mann mine. The mine operated 27 of the years from 1956 to 2007 and produced approximately 1.5 million ounces of gold at an average grade of 8.3 g/t gold. Work in 2011 on JMW has confirmed the gold bearing structure with gold mineralization within altered and mineralized felsic intrusives within the deformation zone.
Readers are cautioned that the Company has no interest in or right to acquire any interest in the Joe Mann mine, and that mineral deposits and production results from the Joe Mann mine are not indicative of mineral deposits on the Company's properties or any potential exploitation thereof.
New Mosher
The New Mosher property is approximately five kilometres north east of the Joe Mann mine and consists of 12 claims totalling 670 hectares. Mineralization on New Mosher is within a sheared gabbro and basalt with mesothermal type gold-bearing quartz veins. Recent sampling has identified several anomalous areas that require follow up with sampling and geophysics. Much of the property remains untested.
Readers are cautioned that a "qualified person" (as defined by National Instrument 43-101) has not yet completed sufficient work to be able to verify the historical information, and therefore the information should not be relied upon.
Kintavar will remain the operator for the time being and they will bring to Gitennes its experience and knowledge of the Quebec geology, infrastructure and logistics on the ground. The team is led by Kintavar's VP Exploration Alain Cayer, P.Geo., recipient of the Bill Denis Prospector of the Year Award for the Eleonore mine discovery with Virginia Gold Mines and discovered the Anik property along the Guercheville deformation zone, now being advanced in partnership by IAMGOLD and along which the JMW property is located.
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The Agreements
The RAL and New Mosher properties are being optioned from Kintavar Exploration Inc. and the JMW property is being purchased from two arm's length individuals. Subject to acceptance for filing of the Agreements by the TSX Venture Exchange (the "TSX-V"), Gitennes may earn up to an 85% interest in the RAL and New Mosher properties and acquire 100% of the JMW property. To earn the interests in the RAL and New Mosher properties, Gitennes will make share and cash payments to Kintavar and incur certain exploration expenditures as follows:
| RAL Property | New Mosher Property | |||
| Date for Completion | Common Shares to be Issued * | Minimum Exploration Expenditures | Common Shares to be Issued * | Minimum Exploration Expenditures |
| TSX-V acceptance for filing of Agreement | 150,000 | Nil | 150,000 | Nil |
| On or before Sept 30, 2021 | 250,000 | $150,000 | 150,000 | $150,000 |
| On or before Sept 30, 2022 | 300,000 | $250,000 | 150,000 | $250,000 |
| On or before Sept 30, 2023 | 300,000 | $400,000 | 150,000 | $300,000 |
| On or before Sept 30, 2024 | 500,000 | $700,000 | 400,000 | $300,000 |
| TOTAL: | 1,500,000 | $1,500,000 | 1,000,000 | $1,000,000 |
* Common shares are post consolidation shares and any shares issued by the Company in connection with the exercise of the Option will be subject to a hold period of four months and a day from the date of issuance.
The RAL and New Mosher properties are under separate option agreements and the above share issuances and exploration expenditures are mutually exclusive. Upon making the above share issuances and exploration expenditures separately on each property, Gitennes will earn a 70% interest in each property. Gitennes can increase its interest to 85% on either property by either producing an inferred resource or conducting a PEA by September 30, 2025. Upon completion of an inferred resource Gitennes will pay Kintavar $250,000 in cash or shares at Gitennes' option and pay an additional $750,000 in cash only on delivering a PEA. Gitennes will grant to Kintavar a 1.5% NSR on each property and Kintavar will grant Gitennes the right to purchase at any time 1% for C$1.0 million.
Gitennes can acquire a 100% interest in the JMW Property and the 10 claim polymetallic property by paying the owners of the claims C$25,000 and issuing 1,000,000 post consolidation shares upon TSX-V acceptance of filing of the Purchase and Sale Agreement and the closing of a financing of at least $500,000. The owners will receive an additional 750,000 shares in twelve months from Gitennes, subject to TSX-V approval. The JMW property currently has a 2.5% NSR and Gitennes will issue to the owners a 1.5% NSR with Gitennes having the right to buy back, at any time, 1.0% for C$1.0 million.
Appointment of Director
The Company also announces upon the closing of the property acquisitions, Mr. Kiril Murgerman will join the Company's Board of Directors. Mr. Murgerman is currently President and CEO of Kintavar Exploration Inc. and Geomega Resources Inc. and before that he was a mining analyst with Industrial Alliance Securities Inc. in Montreal and prior to that he worked with Goldfields Ltd. on advanced stage exploration projects in West Africa, central Asia and Latin America. Mr. Mugerman holds a bachelor degree with Honors (earth and planetary sciences) from McGill University.
Consolidation of Common Shares and Private Placement
The Company also announces consolidation of its common shares. Consolidation will occur on the basis of one (1) post-consolidated common share for every ten (10) pre-consolidated common shares held. At the current date, the Company has 105,994,135 common shares issued and outstanding and the Company will have approximately 10,599,414 common shares issued and outstanding post-consolidation. It is anticipated that the consolidated shares will commence trading on the TSX Venture Exchange (the "Exchange") no later than the week of July 6, 2020.
Gitennes also announces that, subject to regulatory approval, it will undertake a non-brokered private placement of up to $1.25 million consisting of non-flow through units and flow through units. The Company plans to issue up to 6.0 million non-flow through units with each unit issued at a price of $0.08 and will consist of one post-consolidation common share and one post-consolidated common share purchase warrant entitling the holder to acquire one additional post-consolidation common share at a price of $0.15 per share for a period of twenty four (24) months and up to 7.0 million flow-through units with each unit issued at a price of $0.11 and consisting of one post-consolidation common share and one half post-consolidated common share purchase warrant, with each full warrant entitling the holder to acquire one additional post-consolidation common share at a price $0.20 per share for a period of twenty four (24) months
The Company may pay finder's fees to arm's length parties that have introduced the Company to subscribers participating in the Private Placement. All securities issued in connection with the Private Placement will be subject to a four-month and one day hold period in Canada. The net proceeds from the Private Placement are intended to be used for to fund exploration and for general and administrative expenses.
None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Gitennes also announces that it is not continuing with the option on the Maroon Property in British Columbia and has returned the property to the owners.
About Gitennes Exploration Inc.
Gitennes is in the business of exploring for and advancing mineral properties with a focus on high grade gold. The Company currently has the high grade gold Snowbird exploration property in British Columbia and a 1.5% Net Smelter Return royalty on the 18 million ounce Urumalqui Silver Project in Peru.
Qualified Person
The scientific and technical information contained in this news release has been reviewed and approved by J. Rensby (P.Geo.), who is a "qualified person" within the meaning of National Instrument 43-101. Mr. Rensby is independent of the Company.
For further information on the Company, readers are referred to the Company's website at www.gitennes.com and its Canadian regulatory filings on SEDAR at www.sedar.com.
"Ken Booth"
Ken Booth
President
For further information, please contact: Ken Booth
Phone: 604-682-7970
Email: info@gitennes.com
Neither the 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 news release.
Cautionary Note Regarding Forward-Looking Information
This news release includes certain statements that constitute "forward-looking information" within the meaning of applicable Canadian securities laws concerning the business, operations and financial performance and condition of the Company. All statements in this news release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations and orientations regarding the future. Often, but not always, forward-looking statements can be identified by words such as "pro forma", "plans", "expects", "may", "should", "budget", "schedules", estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Such forward-looking statements include, among others, statements as to the anticipated business plans and timing of future activities of the Company, including the exercise of the Option to acquire the Snowbird Project and to conduct exploration activities thereon. Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to exploration and development and actual results of exploration activities; the ability of the Company to obtain additional financing; delays in obtaining governmental and regulatory approvals (including of the TSX-V), permits or financing; the need to comply with environmental and governmental regulations; potential defects in title to the Company's properties; fluctuations in the prices of commodities and precious metals; operating hazards and risks; environmental issues and liabilities; and competition and other risks and uncertainties of the mining industry. Although the Company believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance that those beliefs, plans, expectations or intentions will prove to be accurate. Readers should consider all of the information set forth herein and should review the Company's periodic reports filed from time-to-time with Canadian securities regulators. These reports and the Company's filings are available at www.sedar.com.
Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as otherwise required by law, the Company undertakes no obligation to update the forward-looking statements contained herein, or to update the reasons why actual results could differ from those projected in these forward-looking statements.
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