VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/23/13 -- Sutter Gold Mining Inc. (TSX VENTURE: SGM)(OTCQX: SGMNF) ("Sutter" or the "Company") announced today that it has closed on an agreement with RMB Australia Holdings Ltd. ("RMB") pursuant to which RMB has agreed to increase the existing secured, short term debt facility of US$12 million (the "Original Facility") by an additional US$8 million (the "Extended Facility", together with the Original Facility, the "Facility") (see press release dated October 18, 2012). The Extended Facility will be used for the completion of the construction of the Lincoln Mine Project (the "Project") near Sutter Creek, California, and for agreed general corporate purposes. With this Extended Facility, RMB has now made an aggregate of US$20 million available to the Company, of which US$12 million has been drawn by the Company. In addition, the Facility's due date has been extended from June 30, 2013 to June 30, 2014 and now bears interest at the rate of LIBOR plus 15% per annum.
The Extended Facility is subject to an arrangement fee of 5% of the Extended Facility, which will be paid to RMB Resources Inc. or to RMB on the first draw down on the Extended Facility. The security granted by the Company is consistent with that under the existing prepaid gold facility with RMB and includes a first ranking charge over the Project.
A Special Committee of the Board of Directors of the Company, comprised solely of independent directors of the Company, was established to review, consider and make recommendations to the Board of Directors of the Company with respect to the Extended Facility. The Special Committee determined that the terms of the Extended Facility are reasonable in the circumstances of the Company and recommended that the Board of Directors of the Company approve the Extended Facility.
The Extended Facility is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the Exchange as a result of the fact that RMB is an affiliate of an entity that owns approximately 48.1% of the issued and outstanding shares of the Company. The Company has relied on the exemptions from the formal valuation and minority shareholder requirements of MI 61-101 contained in sections 5.5(b) and 5.7(e) of MI 61-101 in connection with the Extended Facility. The Company did not file a material change report more than 21 days before the expected closing of the Extended Facility as details of the Extended Facility were not settled until shortly before the closing of the Extended Facility.
Sutter is a growth-oriented exploration and development company preparing to become a North American gold producer. The Company has two projects: the Lincoln Project located in Amador County, California and the Santa Theresa Project located in the Northern Baja region of Mexico. Currently, the Company's primary focus is the evaluation and development of the Lincoln Project, beginning with the shallow portion of the Lincoln-Comet ore zone of the Lincoln Project, located on the California Mother Lode Gold Belt. The Lincoln-Comet and Keystone zones have a NI 43-101 compliant Indicated Resource estimate (completed in February 2008) of 612,400 tonnes (673,600 tons) grading 11.3 g/t Au (0.33 oz/ton) containing 223,000 ounces of gold and Inferred Resources of 2,161,700 tonnes (2,377,900 tons) grading 6.6 g/t Au (0.19 oz/ton) containing 458,900 ounces of gold.
Sutter currently controls approximately 4.6 miles of the Mother Lode of Amador County, with 90% of the property still unexplored. Potential exists both at depth and along strike of the known mineralized zones on both the footwall and hanging wall. The 120-mile long Mother Lode Gold Belt produced over 13 million ounces of gold historically with 7.9 million ounces originating from the 10-mile long segment between Jackson and Plymouth where the Lincoln Project is strategically located. Properties under the Company's control include seven historic mines with significant historic gold production totaling over 3.5 million ounces or 27% of the historic gold production from the Mother Lode. Historic mines located north and south of the Lincoln Project in the Jackson to Plymouth segment of the Mother Lode success fully mined gold to depths of 4,500 and 6,300 feet, respectively.
In Mexico, Sutter holds the rights to the geologically similar, high-grade El Alamo district of northern Baja, where historic mining to the water table produced mined grades of 30 to 60 g/t gold. Initial exploration with its joint-venture partner, Premier Gold, has demonstrated the extension of high-grade veins.
ON BEHALF OF THE BOARD OF DIRECTORS:
Dr. Leanne M. Baker, President, CEO & Director, Sutter Gold Mining Inc.
This news release contains "forward-looking information" under Canadian securities law. Any information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words such as "expect", "anticipate", "believe", "plans", "estimate", "scheduling", "projected" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking information. Forward-looking information relates to, among other things: the price of silver and gold; the accuracy of mineral resource and mineral reserve estimates; the ability of the Company to finance its operations and capital expenditures; future financial and operating performance including estimates of the Company's revenues and capital expenditures and estimated production.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, risks relating to: fluctuating commodity prices; calculation of resources, reserves and mineralization and precious and base metal recovery; interpretations and assumptions of mineral resource and mineral reserve estimates; exploration and development programs; feasibility and engineering reports; permits and licenses; title to properties; recent market events and conditions; economic factors affecting the Company; timing, estimated amount, capital and operating expenditures and economic returns of future production; operations and political conditions; environmental risks; and risks and hazards of mining operations. This list is not exhaustive of the factors that may affect any of the Company's forward-looking information. Forward-looking information about the future is inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company's forward-looking information is based on the assumptions, beliefs, expectations and opinions of management as of the date of this press release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management's assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information. For the reasons set forth above, investors should not place undue reliance on forward-looking information.
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 release.
Sutter Gold Mining Inc.
Chief Financial Officer
303 238 1438 ext. 22
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