August 5, 2008
GBS Gold Forms Strategic Alliance With RBS Sempra Commodities
TORONTO, ONTARIO--(Marketwire - Aug. 5, 2008) - GBS Gold International Inc. (TSX:GBS) ("GBS Gold" or the "Company") announces the formation of a strategic alliance with global commodities marketing and trading company RBS Sempra Commodities. (C$ represents Canadian dollars and A$ represents Australian dollars)
- RBS Sempra Commodities becomes a strategic investor via the placement of 4.75 million GBS Gold common shares at C$1.70 per share to raise C$8.1 million.
- RBS Sempra Commodities acquires 2.37 million warrants expiring December 31, 2010 and exercisable into GBS Gold shares at C$2.00 per share. The warrants also have an early exercise mechanism linked to a C$2.25 share price.
- The proceeds of the share issue will be available for the Company's gold business.
- GBS Gold undertakes to spend A$2.5 million in the next 18 months on drilling of its base metals deposits in the Northern Territory of Australia.
- GBS Gold plans to seek the monetization of the base metals assets via sale, joint venture or spin-off, with the proceeds to be available for the Company's core gold business.
- RBS Sempra Commodities obtains a 10 year exclusive right to market or purchase any base metals concentrate or production at competitive market prices.
- Signing of the RBS Sempra Commodities transaction is part of a range of refinancing activities completed this year.
Commenting on the transaction, Mr. Gil Playford, the Chairman of GBS Gold, stated: "The strategy for our base metals deposits is to utilize third party capital to fund a phased drilling program and ultimately to monetize the assets with the proceeds invested to grow our gold production. A number of investment strategies and partners were reviewed for our base metals assets but the one presented by RBS Sempra was considered the most attractive as we were able to raise capital at a premium to the current market price and retain full ownership and control of the projects. GBS Gold is now positioned to focus on building production from its existing gold operations and developing its internal projects, in particular the Tom's Gully and Cosmo Deeps gold projects."
Base Metals Assets
GBS Gold owns a number of historical base metal deposits within its Union Reefs Operations Centre in the Northern Territory of Australia. The Company's 3,500km2 landholding is prospective for base metals with previous base metal drilling intersections having been reported.
Drilling work has already commenced on the two known historic polymetallic deposits, Iron Blow and Mount Bonnie. These deposits are located approximately 7km from the Company's existing Fountain Head open pit gold mine and approximately 60km by road from the Union Reefs processing plant. Both polymetallic deposits were discovered in the late 1800s and more recently mined in the 1980s for their near-surface gold and silver content. Based on historic drilling, the sulphide deposits below the mined oxide caps contain quantities of gold, silver, zinc, lead and copper.
The objective of the drilling program is to infill and extend the known mineralization. Initial drilling results are expected to be released later in the current quarter.
Strategic Alliance and Base Metals Strategy
Within the strategic alliance with RBS Sempra Commodities, GBS Gold retains ownership and control of its base metals assets and has flexibility to realize value from these assets via direct sale, farm- out, joint ventures, spin-off or other divestment strategies. RBS Sempra Commodities will retain involvement as marketer or off-taker of future base metals production from these assets. The proceeds expected to be realized from these strategies are planned to be invested in GBS Gold's core gold business.
As part of the strategic alliance, GBS Gold undertakes to spend A$2.5 million in the next 18 months on drilling of its base metals deposits.
RBS Sempra Commodities has agreed on closing to invest C$8.1 million through the placement of 4.75 million GBS Gold common shares at an issue price of $1.70 per share. The share investment gives RBS Sempra Commodities a 3.3% shareholding interest in GBS Gold, excluding warrants, and forms the basis of the alliance. The funds invested are available for investment in the Company's gold business.
RBS Sempra Commodities will also acquire one warrant for every two shares issued, being a total of 2.37 million warrants. Each warrant is exercisable into one GBS Gold common share at C$2.00 per share on or before December 31, 2010 or earlier should the volume weighted average price of GBS Gold shares trade above C$2.25 per share for 20 consecutive trading days.
RBS Sempra Commodities
RBS Sempra Commodities is an international marketing and trading company that combines financial risk management with physical expertise to provide innovative solutions for customers in natural gas, power, petroleum and base metals, as well as natural gas liquids, coal, emissions credits and ethanol. The Royal Bank of Scotland plc ("RBS") has recently acquired a controlling interest in RBS Sempra Commodities. RBS is active in project development from preliminary feasibility through the development of the most appropriate financial structures to the arranging, underwriting and syndication of transactions within the international banking market.
The transaction remains subject to normal regulatory approvals, including approval of the Toronto Stock Exchange. Closing is anticipated to occur on or around August 7, 2008.
About GBS Gold International Inc.
GBS Gold is a junior gold producer with 2.7 million ounces of Indicated Resources and 1.7 million ounces of Inferred Resources of gold at its Union Reefs Operations Centre located in the Northern Territory of Australia. GBS Gold produces gold through its 2.5Mtpa Union Reefs processing plant. The Company expects to commence production at its Tom's Gully operation in 2008 and at its Cosmo Deeps operation in 2010 to increase production to an annualized rate of 250,000 ounces. The Union Reefs plant is adjacent to the main Stuart Highway and the trans-continental Adelaide-Darwin railway line, and is on the Northern Territory power grid. Within 125km trucking distance of the Union Reefs plant, GBS Gold has consolidated over 3,500km2 of prospective tenements and gold deposits and also holds gold exploration properties in Western Australia. GBS Gold trades on the Toronto Stock Exchange under the symbol "GBS".
The Company's mineral resources comprise indicated resources of 26.8 million tonnes at 3.1g/t for 2.7 million ounces of contained gold and inferred resources of 21.5 million tonnes at 2.4g/t for 1.7 million ounces of contained gold as set out in its technical reports (refer below) and news releases dated May 13 and July 2, 2008. The Company has filed on May 8, 2008 a technical report entitled "GBS Gold International: Burnside, Union Reefs, Maud Creek and Moline Projects, Northern Territory, Australia" dated February 2008 and authored by Jeames McKibben and Christine Standing of Snowden Mining Industry Consultants Pty Ltd and Heath Gerritsen of HG Mine Design Pty Ltd. The Company has also filed two technical reports on its Tom's Gully project being a technical report entitled "Form 43-101 Technical Report on the Tom's Gully Project" authored by Paul Payne of Resource Evaluations Pty Ltd dated and filed on January 14, 2008 and a technical report entitled "Technical Report on the Mineral Reserves of the Tom's Gully Gold Mine" authored by Heath Gerritsen of HG Mine Design Pty Ltd dated December 2007 and filed on January 31, 2008.
The Company has completed feasibility studies on its Tom's Gully and Cosmo Deeps projects, and a life-of-mine study on its operating Brocks Creek underground mine, all of which have declared mineral reserves in accordance with the above technical reports. Where the Company has not completed a feasibility or life of mine study on a particular project, there is no certainty that such project will be economically successful. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Certain disclosures in this release, including management's assessment of GBS Gold's plans and projects, constitute forward- looking statements that are subject to numerous risks, uncertainties and other factors relating to GBS Gold's operation as a mineral development company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: fluctuations in gold prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; general market conditions; the uncertainty of future profitability; and the uncertainty of access to additional capital. Full descriptions of these risks can be found in the Company's Annual Information Form available on the SEDAR website, www.sedar.com. Readers are cautioned not to place undue reliance on forward-looking statements. GBS Gold expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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