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GXG

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Share Name Share Symbol Market Type
TSXV:GXG TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

G4G Resources Signs LOI With Ryan Gold Corp. and Will Conclude a Concurrent Private Placement Following a 10:1 Consolidation ...

30/01/2014 6:25pm

Marketwired Canada


G4G Resources Ltd. (TSX VENTURE:GXG) ("G4G" or the "Company") has entered into a
letter of intent ("LOI") with Ryan Gold Corp. ("Ryan") pursuant to which G4G
will acquire an option (the "Option") to earn an undivided 60% interest (the
"Interest") in the ARM property (the "Property") which consists of 544
contiguous mining claims located in the Whitehorse Mining District east of
Kluane Lake's Talbot Arm, Yukon. G4G will also (i) consolidate its outstanding
common shares (the "Consolidation") pursuant to which shareholders of G4G shall
receive one "new" common share (a "Post-Consolidation Share") for every 10
common shares previously held; and (ii) complete a concurrent private placement
(the "Private Placement"), all as further described below.


In order to exercise the Option and thereby acquire the Interest, G4G must:

(i) issue an aggregate of 400,000 Post-Consolidation Shares to Ryan upon receipt
of TSX Venture Exchange ("TSXV") approval of the Option;


(ii) make payments to Ryan as set forth below, which payments may be made in
cash or in Post-Consolidation Shares at the option of G4G:




--  CDN$50,000 on the second anniversary of the date of Option grant (the
    "Effective Date"); 
--  CDN$75,000 on the third anniversary of the Effective Date; 
--  CDN$100,000 on the fourth anniversary of the Effective Date; and 
--  CDN$150,000 on the fifth anniversary of the Effective Date; and



(iii) incur total expenditures on the Property in the aggregate amount of
CDN$600,000 over a five year period, of which a firm commitment of CDN$50,000
must be incurred within the first year.


The acquisition of the Option is conditional upon execution of a definitive
option agreement and the receipt of TSXV approval.


G4G proposes to effect the Consolidation, following which it will complete the
Private Placement, convert an aggregate of CDN$165,000 in debt into 3,300,000
Post-Consolidation Shares (the "Debt Conversion") and acquire the Option, all as
further described below. It is contemplated that the closing of the Private
Placement and the acquisition of the Option will occur simultaneously.


G4G proposes to complete the Consolidation pursuant to which shareholders of G4G
would receive one Post-Consolidation Share for every 10 common shares previously
held. There are currently an aggregate of 32,368,251 common shares of G4G issued
and outstanding. Accordingly, it is anticipated that there will be approximately
3,236,825 Post-Consolidation Shares outstanding immediately following the
Consolidation, and before giving effect to the Private Placement, Debt
Conversion or any Post-Consolidation Shares issuable in connection with the
acquisition of the Option. Completion of the Consolidation will be subject to
the receipt of shareholder approval and the approval of the TSXV.


The Private Placement shall consist of a non-brokered offering of up to
13,000,000 Post-Consolidation Shares at a price of CDN$0.05 per share to raise
aggregate gross proceeds of up to CDN$650,000. The Post-Consolidation Shares
will be sold pursuant to exemptions from prospectus requirements to residents of
Canada and such other jurisdictions as may be determined by G4G. The gross
proceeds of the Private Placement will be used: (i) as to $50,000, for
completion of exploration of the Property; (ii) as to $235,000 to repay current
accounts payable; and (iii) as to the balance, for general and administrative
expenses. Ryan intends to purchase up to 3,100,000 Post-Consolidation Shares in
the Private Placement.  


Completion of each of the Private Placement and Debt Conversion will be subject
to the receipt of TSXV approval.


About the Property

The Property is located on the eastern flank of the Talbot Arm of Kluane Lake,
approximately 25 km from Burwash Landing. A grid of 2,782 soil samples were
collected in 2012 over an area of anomalous ridge and spur samples. Two areas of
interest have now been identified in the grids. The results show that 21.3% or
10 of the samples returned gold valuesgreater than 100 ppb Au. Of these, 4
samples registered gold values in excess of 1.0 gpt Au with the highest being
3.67 gpt Au which came from a dark grey coloured oxidized specimen of quartzite
containing galena, pyrite and pyrrhotite. A magnetic and radiometric geophysical
survey was also flown in August, 2012, which revealed a complex structural
arrangement within the Property boundaries. 


The above scientific and technical disclosure regarding the Property has been
prepared under the supervision of Peter Dadson, B.Sc., P. Geol., a "qualified
person" within the meaning of National Instrument 43-101.


About G4G Resources

G4G Resources Ltd. is a Canadian-based mineral exploration and development company.

Forward-Looking Statement

This document may contain or refer to forward-looking information based on
current expectations, including, but not limited to the availability and timing
of applicable shareholder and regulatory approvals, the availability of
financing, the potential acquisition of the Option, future exploration or
project development programs and the impact on the Company of these events.
Forward-looking information is subject to significant risks and uncertainties,
as actual results may differ materially from forecasted results. Forward-looking
information is provided as of the date hereof and we assume no responsibility to
update or revise them to reflect new events or circumstances. For a detailed
list of risks and uncertainties, as it relates to G4G Resources Ltd., please
refer to the Company's 2006 Annual Report filed with SEDAR on April 30, 2007.


Should you wish to receive Company news via email, please email
ir@g4gresources.com and specify "G4G News" in the subject line.


NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM
IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.


FOR FURTHER INFORMATION PLEASE CONTACT: 
G4G Resources Ltd.
Basil Botha
President and CEO
604-602-9868
604-602-9867 (FAX)
ir@g4gresources.com

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