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Everton Resources Inc.: Everton Completes Acquisition of Hays Lake Gold Inc., Closes Private Placement

^{Published on 2009-09-17 13:37:08 - Market Wire}
 

OTTAWA, ONTARIO--(Marketwire - Sept. 17, 2009) - Everton Resources Inc. (TSX VENTURE:EVR)(FRANKFURT:ERV) ("Everton" or the "Company") has completed the acquisition from Hays Lake Gold Inc. ("HLG"), a private mining exploration company. HLG has various options to acquire a consolidated land package located in the Shoal Lake West and Shoal Lake East gold projects ("Shoal Lake Project") near Kenora, Ontario, initially announced on July 9, 2009.

The 38 km2 Shoal Lake Project is comprised of two significant high grade gold deposits, Dupont and Cedar Island, containing National Instrument 43-101 ("NI 43-101") compliant mineral resource estimates (see Everton's July 9th, 2009 press release). The most significant option was granted by Halo Resources Ltd. ("Halo") in October 2008, pursuant to which Halo granted HLG the right to earn a 51% undivided interest in the Shoal Lake West property ("SLW") by incurring exploration expenditures of $1,500,000 by May 1st, 2010. The agreement is also subject to HLG making quarterly property payments of $60,000 for a three year period starting on November 1, 2009 and ending on October 31, 2012. HLG also has the right to earn an additional 24% undivided interest in the SLW property by incurring additional exploration expenditures of $3,500,000 by October 31, 2012, and by making a final payment to Halo of $6,000,000 before such date. Other options granted to HLG in the Shoal Lake East area call for payments totalling approximately $4,750,000 over the next three years in exchange for a 100% interest in the projects.

Andre Audet, President and Chief Executive Officer of Everton stated: "This transaction with HLG provides a compelling opportunity for Everton to participate in the development of advanced gold projects in the prospective Archean Greenstone Belt of north-western Ontario. What makes this deal interesting is that HLG has, for the first time, assembled this large land package to make the overall project viable through the use of a common road network, power grid, and milling complex. The Shoal Lake gold project holds two significant high grade gold deposits with in-situ NI 43-101 compliant indicated and inferred mineral resource estimates and 5 former gold producing mines. Everton believes that the Shoal Lake package of properties hosts a significant gold target with excellent potential to increase the estimated gold resources through additional exploration. Everton intends to fast track the development of the Shoal Lake gold project. We look forward to working with the local communities as well as the Ontario government to advance the development of the project and believe that Canada's political stability represents a strategic advantage for the asset."

Transaction Details

Everton has signed share purchase agreements with all of the shareholders of HLG thereby acquiring 100% of HLG's issued and outstanding shares. In total, Everton has acquired 32,432,400 HLG shares (the "HLG Shares") in exchange for 12,000,000 common shares of Everton (the "Everton Shares"), based on an exchange ratio of 0.37 of an Everton Share for 1 HLG Share (the "Exchange Ratio"). Furthermore, the 3,916,725 share purchase warrants of HLG presently outstanding (the "HLG Warrants") have been exchanged for share purchase warrants of Everton (the "Everton Warrants") in accordance with the Exchange Ratio and the exercise price of such warrants has been adjusted accordingly, the whole in compliance with the policies of the TSX Venture Exchange (the "TSXV").

Within a period of three (3) years from the date hereof, should Everton announce the completion of a NI 43-101 compliant report for the combined Shoal Lake Project (property that falls within 100 km of Shoal Lake) that includes a total estimated mineral resource of 2,000,000 ounces of gold having an average grade of no less than 6.0 g/t Au, of which at least 1,000,000 ounces of gold shall be in the indicated mineral resource estimate category or better, Everton will issue to the shareholders of HLG on a pro-rata basis, within a period of five (5) business days following the announcement, additional Everton Shares having a total value of $1.5 million at a price per share equal to the closing price of the Everton's shares on the TSXV on the day prior to the date of such announcement, subject to a maximum of 7,000,000 Everton Shares.

Everton has agreed to pay a finders' fee totalling $112,000 in connection with the transaction, half of which is payable in cash and the other half in common shares of Everton. In total, Everton will issue 329,412 common shares as partial payment of the finders' fee. In compliance with applicable securities legislation, these securities will be subject to a 4 month hold period. Payment of the finders' fee is subject to TSXV approval.

Everton Highlights Following the Transaction

- over $5 million in cash and investments;

- an attractive capital structure with 76 million common shares issued and outstanding;

- two significant high grade gold deposits with significant NI 43-101 compliant mineral resource estimates;

- significant growth potential through exploration on Shoal Lake West and East properties and Everton's advanced gold and base metal exploration projects in the Opinaca region of Quebec and Dominican Republic;

- an updated NI 43-101 report is being prepared on the Shoal Lake East property incorporating an additional 35 deep drill holes for 10,011 meters. Significant drill results were generated during the final 2004 program, ranging up to 22.0 g/t Au over 9.2 m.;

- the portfolio also includes two highly prospective projects: one located 70 km west of the Hemlo Camp where high-grade gold-bearing veins were identified and the other, an option on a large package of properties within the Timmins Mining Camp located adjacent to past producing mines along the Porcupine-Destor Fault;

- Management and board of directors with experience developing and financing mining companies;

- Everton in a strategic position to consolidate the Kenora gold district in N-W Ontario.

Closing of a Private Placement

Everton also announces that, concurrently with the acquisition of HLG, it has closed a private placement offering (the "Offering") of 5,181,332 units at a price of $0.15 each for gross proceeds of $777,200. Each unit consists of one common share in the capital of the Company and one-half of one share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of Everton at a price of $0.25 per warrant share until the earlier of: a) on the 30th calendar day following receipt by the holder of a written notice from the Issuer advising that the trading price of the common shares on the TSXV has been equal to or greater than $0.40 for a period of 10 consecutive trading days commencing on the day following the expiry of the Hold period and b) on the date which is twenty-four (24) months following the closing date. The funds raised pursuant to the Offering will be used to fund the Company's general working capital. Directors and officers of the Company have participated in the private placement for a total amount of $55,500.

In connection with the Offering, Everton has agreed to pay finders' fees of (i) $58,216 in cash and (ii) 72,700 non-transferable warrants, each warrant entitling the holder to purchase one common share of Everton at a price of $0.25 per share. All securities issued in connection with the Offering, including the non-transferable warrants issued as partial payment of the finders' fee, are subject to a four month hold period from the closing of the Offering.

Everton is well funded and actively exploring in the Dominican Republic adjacent to the US$2.7 billion Pueblo Viejo project, currently being developed by the world's largest gold mining company, Barrick Gold Corporation (60%) (NYSE/TSX: ABX) in partnership with Goldcorp (40%) ("Goldcorp") (NYSE: GG, TSX: G). Pueblo Viejo is estimated to contain 22.4 million ounces of gold, 455 million pounds of copper and 131.3 million ounces of silver. Everton is also exploring in the Opinaca region of James Bay, Quebec where the Company has amassed one of the largest land claims adjacent to Goldcorp Inc.'s Eleonore gold deposit, which currently hosts an estimated mineral resource of 5.3 million ounces of gold.

This news release contains certain forward-looking statements that involve risks and uncertainties, such as statements of Everton's plans, objectives, strategies, expectations and intentions. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to Everton, or its management, are intended to identify such forward-looking statements. Many factors could cause Everton's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. The forward-looking statements included in this press release represent Everton's views as of the date of the release. While Everton anticipates that subsequent events and developments may cause its views to change, it specifically disclaims any obligation to update these forward-looking statements. All subsequent written and oral forward-looking statements attributable to Everton or persons acting on its behalf are expressly qualified in their entirety by this notice.

Neither 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.