GoldMining enters agreement to acquire Yellowknife Gold Project and Big Sky Property

GoldMining is a public mineral exploration company focused on the acquisition and development of gold projects in Colombia and other regions of the Americas. — Photo courtesy Tyhee Gold

VANCOUVER, May 10, 2017 /CNW/ - GoldMining Inc. ("GoldMining" or the "Company") (TSX-V: GOLD; OTCQX: GLDLF) is pleased to announce that it has entered into an agreement (the "Agreement") to acquire 100% of the Yellowknife Gold Project ("YGP" or the "Project") and nearby Big Sky Property ("Big Sky"), both located in the Northwest Territories, Canada and indirectly owned by Tyhee N.W.T. Corp. ("Tyhee"), a subsidiary of Tyhee Gold Corp.

GoldMining entered into the Agreement with a receiver appointed in respect of the assets and undertaking of Tyhee under the Bankruptcy and Insolvency Act. RMB Australia Holdings Limited ("RMB"), Tyhee's largest secured creditor, initiated the receivership and has committed to the transaction. Completion of the transaction is subject to, among other things, customary conditions, including receipt of requisite court and TSX Venture Exchange approvals.

The YGP has been the subject of substantial drilling, underground development and historic gold production. Big Sky represents an earlier stage exploration property package located south of the YGP and only 17 km north of the city of Yellowknife.

Pursuant to the Agreement, GoldMining will acquire the YGP, Big Sky and certain related assets, including an exploration camp and equipment. Total consideration payable by GoldMining under the transaction consists of 4,000,000 common shares of GoldMining (the "Shares"), which will be subject to customary escrow provisions and released as follows:

• 1,574,000 Shares on the four-month anniversary of closing;
• 1,180,000 Shares on the six-month anniversary of closing; and
• the balance on the eight-month anniversary of closing.

A break fee is payable by RMB to GoldMining in the event that the transaction does not complete under certain circumstances.

The YGP is comprised of five deposits — Nicholas, Ormsby, Bruce, Goodwin and Clan Lake — located 50 to 90 km north of the city of Yellowknife in the Northwest Territories. The Project includes a 50-person winterized camp and fuel storage and is accessible by winter road from Yellowknife or by air to a 1,000 m long gravel airstrip located on site.

The Project is comprised of 17 mining leases and 8 mineral claims with an aggregate area of 8,935 ha. The YGP is subject to a 2.25% net smelter return royalty, including a $20,000 per year annual advance royalty, on the Ormsby-Nicholas Lake property and a 2% net smelter returns royalty on the Goodwin Lake property.

Diamond drilling completed to date includes 141 holes (27,590 m) drilled at the Nicholas Lake deposit, 707 holes (157,570 m) drilled at the Ormsby and Bruce deposits, 28 holes (5,934 m) drilled at the Goodwin Lake deposit, and 185 holes (40,515 m) drilled at the Clan Lake deposit.

Upon closing, GoldMining plans to commission an independent resource estimate for the Project and complete a technical report documenting the results of this estimate.

Haywood Securities Inc. is advising GoldMining in connection with the transaction and Sangra Moller LLP is acting as legal counsel to GoldMining. Stikeman Elliott LLP acted as counsel to RMB.

Paulo Pereira, President of GoldMining has reviewed and approved the technical information contained in this news release. Mr. Pereira holds a Bachelors degree in Geology from Universidade do Amazonas in Brazil, is a Qualified Person as defined in National Instrument 43-101 and is a member of the Association of Professional Geoscientists of Ontario.

GoldMining is a public mineral exploration company focused on the acquisition and development of gold projects in Colombia and other regions of the Americas. GoldMining is advancing its Titiribi Gold-Copper Project located in the Department of Antioquia, Colombia, its Cachoeira and São Jorge Gold Projects located in the State of Pará, northeastern Brazil, its Whistler Gold-Copper Project located in the State of Alaska, United States of America, and its Rea Uranium Project in the western Athabasca Basin in northeast Alberta, Canada.

Forward-looking statements apply.