Amarillo Gold Corporation and Lavras Gold Corp. complete arrangement and launch

Rhea-AI Summary

Amarillo Gold Corporation has finalized an acquisition transaction with Hochschild Mining PLC, resulting in Amarillo becoming a wholly owned subsidiary. Shareholders of Amarillo receive C$0.40 in cash and a common Lavras Gold share, leading to the spinout of Lavras Gold, which is launching as an independent exploration company with a focus on the Lavras do Sul gold project in Brazil.

Conditional listing approval has been obtained for Lavras Gold shares on the TSX Venture Exchange (symbol: LGC), with trading expected to begin within five trading days.

Positive

• Lavras Gold is capitalized with approximately C$9.4 million cash.
• Holds advanced exploration assets of the Lavras do Sul gold project.
• Recent mineral resource estimates for the Butiá Prospect enhance growth potential.
• Strategically located near existing mining infrastructure.

Negative

• Amarillo will be de-listed from the TSX Venture Exchange.
• Potential risks associated with mineral exploration and development.
• Dependence on key personnel and market conditions may affect performance.

TORONTO, April 01, 2022 (GLOBE NEWSWIRE) -- Amarillo Gold Corporation (TSX: AGC) (“Amarillo”) and Lavras Gold Corp. (“Lavras Gold” or the “Company”) have completed the plan of arrangement (the “Arrangement”) transaction involving the acquisition of Amarillo by a subsidiary of Hochschild Mining PLC (“Hochschild”) and spinout of Lavras Gold. Pursuant to the Arrangement, each share of Amarillo has been exchanged for cash consideration of C$0.40 and one common share (each, a “Lavras Gold Share”) of Lavras Gold, a new Brazil-focused exploration company, based in Toronto, Ontario.

Amarillo is now a wholly owned subsidiary of Hochschild. It is anticipated that Amarillo will be de-listed from the TSX Venture Exchange (the “TSXV) and will apply to cease to be a reporting issuer.

Lavras Gold Corp.
Concurrent with the closing of the Arrangement, Lavras Gold was launched as a standalone well-capitalized mineral exploration company owned entirely by former Amarillo shareholders. Lavras Gold holds all the Lavras do Sul gold project assets owned by Amarillo prior to closing of the Arrangement.

Conditional listing approval for the Lavras Gold Shares has been received from the TSXV. Upon satisfaction of the listing conditions of the TSXV, Lavras Gold Shares are expected to trade on the TSXV under the symbol “LGC”. Trading of the Lavras Gold Shares on the TSXV is anticipated to occur in approximately four to five trading days from today.

Highlights

• Capitalized with approximately C$9.4 million cash
• Holds all of Amarillo’s former assets and rights with respect the advanced exploration stage Lavras do Sul gold project
• Recent estimated measured, indicated and inferred mineral resources for the Butiá Prospect, forming part of the Lavras do Sul gold project, together with other identified prospective exploration targets
• Close proximity to existing infrastructure, located in mining-friendly state
• Holds a 2.0% net smelter revenue royalty on certain exploration properties outside Amarillo’s current Posse resource at its Mara Rosa Project

Business
Lavras Gold is a junior exploration company engaged in the exploration and development of the Lavras do Sul gold project located in the state of Rio Grande do Sul, Brazil. The Lavras do Sul gold project is an advanced exploration stage property that is approximately 190 square km in size and comprised of more than 22 prospects centered on historic gold workings, including the Butiá prospect.

Lavras Gold’s vision is to be a leading independent exploration and production company in Brazil, maximizing shareholder value by bringing its disciplined exploration approach to the Lavras do Sul gold project and other potential opportunities.

It has the near-term objective of carrying out continuing exploration activities at the Lavras do Sul gold project, including the work program recommended in the technical report titled “NI 43-101 Technical Report Mineral Resource for Butiá Gold Prospect,” dated March 21, 2022, which is expected to be available under Lavras Gold’s profile on SEDAR at www.sedar.com.

Further details regarding Lavras Gold are contained in Lavras Gold’s TSXV Form 2B Listing Application, which is expected to be available under Lavras Gold’s profile on SEDAR at www.sedar.com.

Contact information

Lavras Gold Corp.

info@lavrasgold.com

Disclaimer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the content of this news release.

Forward-looking statements and Cautionary Language
Certain information provided in this news release constitutes forward‐ looking statements. Specifically, this news release contains forward‐looking statements relating to the timing of the listing of the Lavras Gold Shares on the TSXV, exploration and development prospects of the Lavras do Sul gold project and Lavras Gold’s planned operational activities. The forward‐looking statements are based on certain key expectations and assumptions made by Lavras Gold, including expectations and assumptions concerning the satisfaction of the listing requirements of the TSXV, the availability of capital, risks related to Lavras Gold’s limited business history; risks related to the nature of mineral exploration and development; discrepancies between actual and estimated mineral reserves and resources; risks caused by factors beyond Lavras Gold’s control, such as gold market price volatility, recovery rates of minerals from mined ore, general economic and business conditions, including as influenced by the war in Ukraine and the COVID-19 pandemic; risks related to competition in the mineral industry; risks related to regulatory requirements including environmental laws and regulations and liabilities; risks related to obtaining permits and licences and future changes to environmental laws and regulations; risks related to Lavras Gold’s inability to obtain insurance for certain potential losses; risk related to gold mining industry competition; environmental risks and hazards, including unknown environmental risks related to past activities; risks related to political developments and policy shifts; risks related to costs of land reclamation; risks related to Lavras Gold’s title to mineral properties; risks related to dependence on key personnel; risks related to amendments to laws and other risks. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be incorrect.
These forward‐looking statements are based on certain key expectations and assumptions. Although Lavras Gold believes that the expectations and assumptions on which the forward-looking statements are based are reasonable at the time of preparation, undue reliance should not be placed on the forward-looking statements as Lavras Gold can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. There is no guarantee that the Lavras Gold Shares will be listed on the TSXV. These and other risks are described further in Lavras Gold’s TSXV Form 2B Listing Application, which is expected to be available under Lavras Gold’s profile on SEDAR at www.sedar.com.

The forward-looking statements contained in this news release are made as of the date hereof. Except as may be required by applicable securities laws, Lavras Gold assumes no obligation to publicly update or revise any forward‐looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.

PDF available: http://ml.globenewswire.com/Resource/Download/9c31e6fa-ff27-4c45-b8fb-53ab14adb3b3 

FAQ

What are the details of the acquisition involving Amarillo Gold Corporation and Hochschild Mining?

Amarillo Gold has been acquired by a subsidiary of Hochschild Mining, with shareholders receiving C$0.40 and shares in the newly spun-out Lavras Gold.

When will Lavras Gold shares start trading?

Lavras Gold shares are expected to begin trading on the TSX Venture Exchange under the symbol LGC within approximately four to five trading days.

What is the focus of Lavras Gold Corp. after the spinout?

Lavras Gold focuses on the exploration and development of the Lavras do Sul gold project in Brazil.

What is the financial status of Lavras Gold post-arrangement?

Lavras Gold is capitalized with around C$9.4 million in cash, ready to support its exploration activities.

What are the potential risks associated with Lavras Gold's activities?

Risks include market volatility, regulatory challenges, and dependence on key personnel for exploration success.