Carolina Capital Corp. (TSXV:CQC) enters into non-binding Letter of Intent for joint venture with IMG Gold Recovery Inc.

/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

VANCOUVER, April 8, 2014 /CNW/ - Carolina Capital Corp. ("Carolina") (TSX Venture: CQC) is pleased to announce that it has signed a non-binding Letter of Intent with IMG Gold Recovery Inc. ("IMG") to form a joint venture whereby Carolina and IMG will build and operate a precious metals toll mill and recovery facility.  The facility, to be located in BC or the Yukon, will utilize IMG's proprietary recovery technologies to extract fine gold, silver and platinum from concentrates. 

Under the LOI, Carolina and IMG will create an operating subsidiary to be owned equally by Carolina and IMG, subject to dilution clauses.  Carolina will supply the staged operating capital to purchase the necessary equipment to operate the gold recovery system budgeted at $750,000. IMG will provide the licensed technology and expertise to operate the gold recovery system and identify the sources of concentrate.  Carolina and IMG will jointly manage the operating subsidiary with equal participation.

CEO Steve Hanson commented, "Fine gold recovery from concentrate has long been a problem for placer and alluvial miners.  This is an exciting opportunity for the BC and Yukon mining community bringing this green technology to the forefront."

Under the terms of the LOI:

a)	Carolina will provide a non-refundable $25,000 deposit to IMG on signing of the LOI.
b)	Carolina will provide a further $550,000 in two separate releases, 30 days apart, to BC NEWCO upon completion of all of the following by Carolina and IMG:
	i.	To be completed by Carolina
		i.	a Definitive Agreement,
		ii.	completion of a TSX Venture Exchange approved private placement financing in an amount not less than $750,000, and
		iii.	approval of the Definitive Agreement by the TSX Venture Exchange.
	ii.	To be completed by IMG:
		i.	Identify a minimum of 5,000 tonnes of black sand concentrate at target grades not less than 30 grams per tonne gold which should be sufficient to run the processing plant for one year at a rate of 25 tonnes per day,
		ii.	complete an independently verified bulk test of not less than 5 tonnes of black sand concentrate,
		iii.	Identify the site for a processing facility in either British Columbia or the Yukon,
		iv.	provide budgets for use of proceeds and annual operating proformas and cash flow projections to be approved by the operating committee of BC NEWCO.
c)	Carolina will provide a further $175,000 approximately 90 days after TSX Venture Exchange approval provided BC NEWCO has reached the following milestones:
		i.	completion of the processing facility,
		i.	completion of start-up tests for processing facility and circuit through processing of first 50 tonnes of black sand concentrate,
		iii.	delivery of the first 1,000 tonnes of concentrate to processing facility, and
		iv.	process a minimum of 50 tonnes of black sand.
d)	IMG and Carolina agree that BC NEWCO will distribute the first $750,000 of Net Revenue exclusively to Carolina after distribution of payments to the black sand feed supplier, then immediately distribute 62.5% of the Net Revenue to Carolina and 37.5% of Net Revenue to IMG, after distribution of payments to the black sand feed supplier, until such time Carolina has received $2,225,000 in total. For clarity that is ($2,225,000 - $750,000 = $1,475,000). From that point forward, BC NEWCO will distribute Net Revenue, after black sand feed supplier payments, on an equal  50% Carolina 50% IMG basis.
e)	If further cash calls are required by the operating subsidiary, these funds will be provided on an equal 50% Carolina – 50% IMG basis. In the event one of the partners chooses not to meet the cash call, due either to choice or lack of financial ability, their percentage ownership will be diluted in the favor of the other partner by a predetermined formula.

Carolina will have an exclusive right to complete the LOI terms for 90 days after the execution of the LOI.  The LOI may be extended upon mutual agreement of both parties in writing.

ON BEHALF OF THE BOARD:

"Steve Hanson"

Steve Hanson
CEO

Neither the TSX Venture Exchange Inc. 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.

SOURCE Carolina Capital Corp.

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