News Releases

April 1, 2019, Desert Gold Ventures Inc. (TSXV: DAU) (“Desert Gold”) and Ashanti Gold Corp. (TSXV: AGZ) (“Ashanti”) are pleased to announce that they have entered into a definitive combination agreement (the “Definitive Agreement”) to which Desert Gold will acquire all of the issued and outstanding common shares of Ashanti (the “Ashanti Shares”), (the “Proposed Transaction”). The transaction is being carried out by way of a three-cornered amalgamation (the "Amalgamation"). Ashanti shareholders will vote on the Amalgamation at a special meeting of Ashanti shareholders (the "Ashanti Meeting") with closing expected to take place by the end of May 2019.

Under the terms of the Definitive Agreement, all of the issued and outstanding Ashanti Shares will be exchanged on the basis of 0.2857 Desert Gold common shares (each whole share, a “Desert Gold Share”) for each Ashanti Share (the "Exchange Ratio"). The Exchange Ratio implies consideration of CAD $0.0514 per Ashanti Share based on the closing price of the Desert Gold Shares on the Toronto Venture Stock Exchange ("TSXV") on March 8, 2019. This represents a premium of 28.5% based on the closing price of Ashanti Shares on the TSXV on March 8, 2019. The Proposed Transaction value is approximately CAD $3.8 million on a fully diluted in-the-money basis, representing 31% dilution to Desert Gold shareholders.

Transaction Highlights

  • Excellent Location on Prolific Senegal Mali Shear (SMSZ) and Main Transcurrent Shear Zonesrelated to 30 million + oz gold of production and resources(1) and the MTSZ, which hosts Barrick’s ~2.5 million ounce Massawa Deposit(2). The combined property overlies portions of these two structures and the interaction zone between them (see Figure 1)
  • District-Scale Land Package - Consolidated properties (see Figure 1 below) create an ~15 km across by ~25 km long, ~190 km2, target-rich, land package (see Figure 2)
  • Combined Properties host >11 known Gold Zones – Consolidated properties host greater than 11 known gold zones

Benefits to Desert Gold Shareholders

  • Strategic acquisition to create a district-scale land package over regional-scale structures (SMSZ and MTSZ) that are related to numerous, multi-million ounce gold deposits
  • Exposure to well-situated Anumso gold property in the multi-million ounce Ashanti Belt in Ghana
  • Combined entities will likely increase shareholder liquidity, trading and capital markets exposure
  • Further strengthen Desert Gold’s exploration and development pipeline
  • Anticipated costs savings from consolidating operations

Benefits to Ashanti Shareholders

  • Acquisition premium (28.5% based on the closing price of Desert Gold common shares on the TSX Venture Exchange on March 8, 2019.)
  • Increased exposure to combined properties’ overlying regional-scale structures (SMSZ and MTSZ) that are related to numerous, multi-million ounce deposits
  • Exposure to Desert Gold projects contiguous to BCM’s Tabakoto and Hummingbird Resources’ Yanfolila gold mines in Mali
  • Access to a strong, in-country operational team with capabilities to significantly advance combined properties
  • Improved capital markets exposure
  • Anticipated costs savings from consolidating operations

Figure 1. Regional Scale Geological Setting

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Figure 2. Consolidated Property Package with Highlight Results

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Highlighted Historic Drill Results from Consolidated Properties*

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*True widths cannot be determined with the information available. All results have been presented in previous news releases.

Terms of the Combination Agreement

The Combination Agreement follows the Company announcement dated March 11, 2019 that Desert Gold and Ashanti had entered into a binding letter of intent in respect of a proposed acquisition of Ashanti by Desert Gold. 

Subject to TSX Venture Exchange (the "TSXV") and any other required regulatory authority approval, outstanding Ashanti options and warrants will be exercisable in accordance with their terms into Desert Gold Shares at the Exchange Ratio until their expiry date.

Pursuant to the Amalgamation, Desert Gold will issue approximately 21.1 million Desert Gold Shares to Ashanti shareholders and Ashanti will amalgamate with a newly incorporated wholly owned subsidiary of Desert Gold to become a wholly owned subsidiary of Desert Gold. The Amalgamation represents approximately 31% dilution to Desert Gold shareholders.

Implementation of the Amalgamation is subject to approval by at least two-thirds of the votes cast by all Ashanti shareholders at the Ashanti Meeting. In addition to shareholder approval, completion of the Amalgamation is subject to the receipt of regulatory approvals, including stock exchange approvals, as well as certain other closing conditions customary in transactions of this nature.

The Combination Agreement contains customary non-solicitation provisions that are subject to Ashanti's right to consider and accept a superior proposal subject to a matching right in favour of Desert Gold. In the event that the Amalgamation is not completed as a result of a superior proposal or in certain specified circumstances, Ashanti will pay Desert Gold a termination fee in the amount of CAN$250,000. 

Full details of the Amalgamation will be included in the management information circular to be filed with regulatory authorities and mailed to the Ashanti shareholders in accordance with applicable securities laws. The record date for the Ashanti Meeting will be announced in the near future.

In addition to shareholder and regulatory approvals, the closing of the Proposed Transaction is conditional on Ashanti being granted a new exploration permit over the Kossanto East exploration permit in Western Mali where the company has existing rights which are due to expire May 7, 2019.

Board Recommendation

The board of directors of Ashanti (the "Ashanti Board") following a review of the terms and conditions of the Combination Agreement and consideration of a number of factors, has unanimously determined that the Amalgamation is in the best interests of Ashanti shareholders and is fair, from a financial point of view, to Ashanti shareholders and will recommend that Ashanti shareholders vote in favour of the Amalgamation.

Ashanti Delisting and SEDAR Filings

If the Amalgamation is completed, the Ashanti Shares will be delisted from the TSX Venture Exchange. A copy of the Combination Agreement will be available through Ashanti and Desert Gold's public filings with the applicable securities regulatory authorities in Canada on SEDAR at www.sedar.com.

Desert Gold’s President Jared Scharf commented “The acquisition of Ashanti is a strategic milestone for Desert Gold. The consolidation of the Kossanto East and Farabantourou properties creates a district-scale land package covering two of the most prolific regional super-structures in West Africa, the Senegal Mali Shear and the Main Transcurrent Fault Zone. We’ve only scratched the surface in terms of understanding the exploration potential of this vast area. The recent discovery of the Frikidi prospect is a great example of this. Our exploration team is eager to begin fieldwork at the Kossanto East property. Consolidating these contiguous assets under one corporate entity is a major step towards creating and realizing value for the Desert Gold and Ashanti shareholders. The acquisition of Ashanti is at the core of Desert Gold’s corporate strategy of creating a world class gold exploration portfolio in one of the most prospective areas in all of Africa; the Senegal Mali Shear Zone.”

About Desert Gold

Desert Gold Ventures Inc. is a gold exploration and development company which holds 3 gold exploration permits in Western Mali (Farabantourou, Segala West and Djimbala) and its Rutare gold project in central Rwanda.

About Ashanti

Ashanti is a gold-focused, exploration and development company. The Company’s core project is the Kossanto East gold project in Mali on the prolific Kenieba Belt, which hosts such deposits as Loulo, Fekola and Sadiola. Ashanti is also developing, together with its earn-in partners, the Anumso project and the Ashanti Belt project in Ghana, which are near-adjacent to the Akyem deposit.

Technical Disclosure

This press release contains certain scientific and technical information of Desert Gold and Ashanti. Each party is solely responsible for the contents and accuracy of any scientific and technical information disclosure relating to it.

Don Dudek, P.Geo. is a director of Desert Gold and a Qualified Person under National Instrument 43-101, has reviewed and approved the Desert Gold scientific and technical information contained in this press release.

Dr. Paul Klipfel, CPG (AIPG certification #10821), Ashanti’s COO and Chief Geologist is a Qualified Person as defined by Canadian NI 43-101 and has supervised the preparation of the scientific and technical information that forms the basis for this news release. Dr. Klipfel is responsible for all aspects of the work on the Kossanto East property including the Quality Control/Quality Assurance programs. Dr. Klipfel is not an Independent Person, as he is a shareholder of Ashanti.

Neither the 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.

Forward Looking Statements

This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. All statements other than statements of present or historical fact are forward-looking statements, including statements with respect to the Letter of Intent and the likelihood that the definitive agreement(s) will be entered into and that Proposed Transaction will be consummated on the terms and timeline provided herein or at all, the benefits of the Proposed Transaction to Desert Gold and Ashanti and the receipt of all required approvals including without limitation the companies shareholders and applicable regulatory authorities and applicable stock exchanges. Forward-looking statements include words or expressions such as “proposed”, “will”, “subject to”, “near future”, “in the event”, “would”, “expect”, “prepared to” and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include general business, economic, competitive, political and social uncertainties; the state of capital markets; risks relating to (i) the preliminary and non-binding nature of the LOI, (ii) the ability of the parties to satisfy the conditions precedent to the execution of any definitive agreement(s) or to ultimately agree on definitive terms, (iii) the impact on the respective businesses, operations and financial condition of Desert Gold and Ashanti resulting from the announcement of the Proposed Transaction and/or the failure to enter into definitive agreement(s) or to complete the Proposed Transaction on terms described or at all, (iv) a third party competing bid materializing prior to the effective date of any definitive agreement(s) or the completion of the Proposed Transaction, (v) delay or failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion of the Proposed Transaction, (vi) unforeseen challenges in integrating the businesses of Desert Gold and Ashanti, (vii) failure to realize the anticipated benefits of the Proposed Transaction, (viii) other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and other risks described in Desert Gold’s and Ashanti’s documents filed with Canadian securities regulatory authorities. You can find further information with respect to these and other risks in filings made with the Canadian securities regulatory authorities and available at www.sedar.com. Desert Gold’s and Ashanti’s documents are also available on their respective websites at www.desertgold.ca and www.ashantigoldcorp.com. We disclaim any obligation to update or revise these forward-looking statements, except as required by applicable law.

For more information contact:

Desert Gold Ventures Inc.
Jared Scharf
President and Director
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel.: +1 (858) 247-8195
Website: www.desertgold.ca

Ashanti Gold Corp
Tim McCutcheon
President and CEO
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel.: +1 (604) 396-1336
Website: www.ashantigoldcorp.com

  1. Barrick’s Loulo-Gounkoto mine complex to the west with ore reserves of 32 Mt (million tonnes) average at 4.6 g.t for 3.7 million oz Au in the Proven and Probable category. BCM’s (formerly Endeavour Mining) Tabakoto and Segala mines which hosts ~3 million oz Au (18.5 Mt at 3.5 g/t for 1.8 million oz Au Measured and Indicated, 9 Mt at 3.6 g/t for 1 million oz Au Inferred and 6.4 Mt at 3.5 g/t for 0.7 million oz Au Proven and Probable. B2Gold Fekola mine to the south with ore reserves of 48.3 Mt average at 2.37 g/t gold for 3.34 million oz Au in the Proven and Probably category and 65.8 Mt average at 2.13 g/t gold for 4.5 million oz Au. To the north Sadiola/Yatela mine contains ore reserves of 38 Mt at 1.57 g/t gold for 2 million oz Au and 87 Mt at 1.58 g/t gold for 6 million oz Au in the Measured and Indicated category. Source: company annual reports and corporate filings.
  2. Barrick website - https://barrick.q4cdn.com/788666289/files/quarterly-report/2018/Randgold-2018-Reserves-Resources.pdf ; Estimated Indicated mineral resources of 23Mt @ 4.0 g/t Au totalling 2.5 million ounces of gold and estimated inferred mineral resources.

Delta, British Columbia, March 25, 2019. Desert Gold Ventures Inc. (“Desert Gold” or “the Company”)(TSX.V: DAU, FF: QXR2, OTC: DAUGF) is pleased to provide the following update regarding the results of a recently completed mapping, rock and soil sampling program at its Farabantourou permit.

HIGHLIGHTS

Assay results received from pit mapping and grab sampling, over various artisanal mining areas, at its Frikidi prospect area, returned significant high-grade gold values including the following highlights:

-        5 samples >100 g/t gold                                  -     47.3 g/t gold

-        72.4 g/t gold                                                    -     43.8 g/t gold

-        61.5 g/t gold                                                    -     41.8 g/t gold

-        58.1 g/t gold                                                    -     29.9 g/t gold

-        51 g/t gold                                                       -     28 g/t gold

*Note that grab samples are selective samples and are not necessarily representative of the mineralisation hosted on the property.

Desert Gold’s President Jared Scharf commented, “Results from this program are very encouraging and demonstrate significant potential for a new gold discovery in the Frikidi area. Mapping and prospecting is on-going and I expect additional targets to be generated from this work. Drilling is most certainly warranted in the Frikidi area.”

ABOUT THE FRIKIDI PROSPECT AREA

The Frikidi prospect area lies within the northwest part of the Company’s Farabantourou permit on the western side of the Senegal Mali Shear Zone. Detailed geology and structural mapping associated with grab sampling was completed over the Frikidi prospect area. This program is part of an ongoing geological mapping and prospecting program that is expected to continue until the entire Farabantourou permit has been mapped and sampled. The objective of this initial phase of exploration is to understand the structural controls of the gold mineralization and develop drill targets.

MAPPING AND MINERALIZATION

During the program, a total of 259 grab samples were collected and sent to the SGS Bamako Laboratory for assay. Of the 259 grab samples, 92 contained gold values > 1.0 g/t gold 61 samples returning gold values greater than 5 g/t gold. Sample details are presented in a table at the end of the release. The strongest gold values were collected along a northwest-tending zone that is approximately 3 km by 1 km in size (Figures 1 and 2). Other than a small first pass drill program carried out over the Kousilli Prospect in the far northwest corner of the sampled area, which returned a highlight intercept of 6.4 g/t Au over 4 metres, the majority of these gold bearing areas have not been tested by drilling.

During mapping and sampling, work over the Frikidi prospect identified three parallel, northerly trending zones of gold-bearing mineralization. These zones appear to be hosted by a completely altered felsic intrusions that intruded into silica-albite-chlorite-altered sandstone with cracked and brecciated quartz veins and local pyrite. These three zones are summarized below.

  • Frikidi East: traced for over 550 meters along strike with an average width of 4 metres.
  • Frikidi Central: traced for over 360 meters along strike with an average width of 4 metres.
  • Frikidi West: traced for 250 meters along strike with an average width of 4 metres.

Figure 1. Farabantourou Permit Map Showing Frikidi Prospect

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Figure 2. Frikidi/Kousilli Area Grab Sample Results

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RESUTLS FROM FRIKIDI/KOUSILLI GRAB SAMPLING PROGRAM

During the program, a total 259 grab samples were collected and sent to the SGS Bamako Laboratory for assay using FAA 505 method. Of the 259 grab samples, 92 contained gold values greater than 1 g/t gold with many returning high-grade gold values. Grab samples are selective samples and are not necessarily representative of the mineralisation   hosted on the property.

Sample Description Au g/t
FWG0047 Quartz veins sheared and oxidized along the fractures planes + boxworks >100
FWG0104 Quartz veins brecciated and oxidized, hematite altered (Ore of artisanal miners) >100
FWG0141 Quartz veins, cracked, brecciated, + boxwork (Ore of artisanal miners) >100
FWG0159 Quartz vein (310/40) oxidized 5-10cm, oxidized in excavation >100
FWG0231 Quartz vein (305/60) oxidized, cracked (Ore) >100
FWG0111 Quartz veins (355/50) brecciated, cracked + boxwork 72.4
FWG0221 Quartz vein (290/50) 1cm oxidized, cracked + boxwork in trench 61.5
FWG0209 Quartz fragment oxidized, cracked + boxwork (ore) 58.1
FWG0051 Quartz veins oxidized, cracked + boxwork (Ore of artisanal miners) 51
FWG0120 Oxidized quartz veins cracked, brecciated with boxwork (Ore of artisanal miners) 47.3
FWG0175 Quartz veins, cracked, brecciated, + boxworks (Ore of artisanal miners) 43.8
FWG0182 Quartz veins, cracked, brecciated, + boxworks (Ore of artisanal miners) 41.8
FWG0042 Breccciated and cracked quartz veins oxidized along fractures planes (Ore of artisanal miners) 29.9
FWG0032 Brecciated quartz veins oxidized, cracked (Ore of artisanal miners) 28
FWG0143 Quartz veins, cracked, brecciated, + pyrite (Ore of artisanal miners) 23.5
FWG0039 Breccciated and cracked quartz veins oxidized along fractures planes (Ore of artisanal miners) 23.4
FWG0177 Quartz veins, cracked, brecciated, + boxworks (Ore of artisanal miners) 22.4
FWG0205 Reject: quartz vein fragment cracked + boxwork 19.9
FWG0107 Quartz veins brecciated and oxidized, hematite altered (Ore of artisanal miners) 17.9
FWG0108 Saprolite sandstone in hanging wall shear zone with hematite + limonite alteration + boxwork 17.1
FWG0058 Quartz veins, cracked + boxwork 17
FWG0136 Sheraes quartz veins, cracked, brecciated, + boxwork (Ore of artisanal miners) 16.9
FWG0116 Quartz veins, cracked, brecciated, + boxwork (Ore of artisanal miners) 16.7
FWG0201 Quartz veins sheared + boxwork in trench 16.4
FWG0046 Quartz veins oxidized along the fractures planes + boxwork 16.3
FWG0122 Oxidized quartz veins cracked, brecciated with boxwork (Ore of artisanal miners) 12.4
FWG0030 Massive sandstone with quartz veins 12.3
FWG0038 Breccciated and cracked quartz veins oxidized along fractures planes (Ore of artisanal miners) 12.3
FWG0197 Reject: quartz vein cracked + boxwork 11.7
FWG0098 Quartz veins (015/55) 5cm oxidized, cracked, brecciated + boxwork (Ore of artisanal miners) 11.1
FWG0174 Quartz veins, cracked, brecciated, + boxworks (Ore of artisanal miners) 9.96
FWG0052 Breccciated and cracked quartz veins + boxworks (Ore of artisanal miners) 9.61
FWG0154 Oxidized quartz veins , cracked, brecciatted (Ore of artisanal miners) 8.65
FWG0119 Sandstone, hematite alteration + veinlets stockwprk 7.97
FWG0232 Quartz vein (260/36) oxidized, 6.94
FWG0226 Sheared quartz vein (300/55) 10-20cm oxidized, cracked (Ore) 6.88
FWG0112 Quartz veins brecciated, oxidized within massive sandstone 6.82
FWG0218 Quartz vein (265/55) 1cm oxidized, in trench 5.91
FWG0217 Massive sandstone, limonite alteration + Feox veinlets 5.82
FWG0092 Mafic rock in contact with sandstone 5.52
FWG0207 Sandstone sheared + stockwork quartz oxidized 4.79
FWG0137 Sheraes quartz veins, cracked, brecciated, + boxwork (Ore of artisanal miners) 4.76
FWG0206 Reject: quartz vein fragment cracked in trench 4.76
FWG0121 Oxidized quartz veins brecciated, hematite + limonite altered + boxwork (Ore of artisanal miners) 4.6
FWG0146 Reject quartz veins oxidized 4.42
FWG0031 Brecciated quartz veins oxidized 4.07
FWG0202 Quartz vein (315/75) 10cm oxidized, crackek in trench 3.8
FWG0048 Breccciated and cracked quartz veins oxidized along fractures planes (Ore of artisanal miners) 3.54
FWG0152 Sandstone massive, hematite alteration + quatz veins + pyrite 3.26
FWG0115 Sandstone + quartz veins oxidized and sheared 3.04
FWG0211 Massive sandstone, limonite alteration + quartz veins 2.89
FWG0035 Massive sandstone oxidized showing limonite alteration + quartz veinlets + boxwork 2.86
FWG0176 Quartz veins, cracked, brecciated, + boxworks (Ore of artisanal miners) 2.85
FWG0081 Quartz veins (320/70) oxidized in trench 2.73
FWG0134 Oxidized quartz veins sheared, brecciated with hematite from orpaillors 2.71
FWG0149 Sandstone massive, hematite alteration + stockwork quatz veins + pyrite disseminated 2.67
FWG0033 Stockwork quartz veins, hematite and chlorite alteration in massive sandstone host rock 2.57
FWG0106 Sandstone sheared strongly in hanging wall, silicified and bleached + quartz veins along shearing plane 2.51
FWG0140 Hanging wall sandstone sheared, hematite alteration + stockwork quartz veins sheared + boxwork 2.38
FWG0041 Masssive sandstone weak weathered + quartz veins + boxwork 2.3
FWG0142 Sandstone massive, hematite alteration + stockwork quatz veins + pyrite disseminated 2.29
FWG0228 Quartz vein 5-10cm oxidized, cracked + boxwork (Ore) 2.22
FWG0186 Quartz vein (320/65) oxidized, cracked + boxwork 2.21
FWG0227 Quartz vein 10-20cm oxidized, cracked + boxwork (Ore) 2.21
FWG0037 Sheared quartz veins in hanging wall, hematite altered 2.13
FWG0183 Quartz vein (305/40) oxidized, cracked 2.12
FWG0127 Sandstone massive, hematite alteration + quartz veins oxidized 2.08
FWG0139 Hanging wall sandstone sheared, hematite alteration + stockwork quartz veins sheared + boxwork 2.08
FWG0148 Sandstone massive, hematite alteration + stockwork quatz veins + pyrite disseminated 2.06
FWG0198 sandstone massive, limonite alteration + quartz veins oxidized 1.9
FWG0129 Sandstone massive, limonite alteration + stockwork quartz veins oxidized 1.73
FWG0036 Sheared quartz veins in hanging wall, hematite altered + boxwork 1.72
FWG0195 Quartz vein (010/55) oxidized 1.7
FWG0102 Saprolite of sandstone, sheared + stockwork + feox veinlets 1.66
FWG0027 Sandstone massive, silica + hematite + sericite altered + quartz veins + pyrite along veins plane 1.64
FWG0114 Sandstone sheared strongly in hanging wall, silicified and bleached + quartz veins + boxwork 1.63
FWG0147 Hanging wall sandstone sheared, hematite alteration + stockwork quartz veins sheared + pyrite 1.63
FWG0128 Hanging wall sandstone sheared, limonite alteration + stockwork quartz veins oxidized 1.59
FWG0068 Sandstone massive, hematite alteration + quartz veins oxidized 1.49
FWG0109 Sheared sandstone, bleached + quartz veins, hematite alteration 1.49
FWG0158 Quartz vein (130/40) oxidized 20cm, sheared and brecciated 1.49
FWG0214 Sandstone sheared, limonite alteration + quartz veins 1.45
FWG0144 Sandstone massive, hematite alteration + stockwork quatz veins + pyrite disseminated 1.38
FWG0160 Hanging wall sandstone sheared, hematite alteration + stockwork quartz veins sheared in excavation 1.36
FWG0161 Hanging wall sandstone sheared, hematite alteration + stockwork quartz veins sheared in excavation 1.35
FWG0034 Massive sandstone oxidized showing limonite alteration + quartz veinlets + boxwork 1.27
FWG0055 Rejet:   brecciated and sheared quartz veins ,oxidized + disseminated boxwork 1.22
FWG0078 Sheared sandstone in hanging wall zone, bleached, limonite alteration + stockwork quartz veins + Boxwork 1.22
FWG0053 Brecciated and cracked quartz veins + boxwork 1.2
FWG0077 Sheared sandstone in hanging wall zone, bleached, limonite alteration + stockwork quartz veins + Boxwork 1.03
FWG0118 Hanging wall sandstone sheared, limonite alteration + stockwork quartz veins oxidized 1.02
FWG0188 Quartz vein (015/50) oxidized, cracked in trench 1.01
FWG0069 Sandstone massive, hematite alteration + feox veinlet 0.96
FWG0194 Quartz vein (325/45) oxidized 0.95
FWG0193 Sandstone massive, limonite alteration + stockwork quartz veins oxidized 0.91
FWG0019 Rejet: saprolite sandstone in hang wall shear with limonite alteration + quartz and Feox veins + boxwork 0.86
FWG0189 Quartz vein (360/50) oxidized, cracked + boxwork in trench 0.82
FWG0192 Quartz vein (350/60) 10cm oxidized, cracked + boxwork in trench 0.82
FWG0029 Sheared sandstone, chlorite, sericite alteration + quartz veinlets sheared + boxwork 0.8
FWG0117 Hanging wall sandstone sheared, limonite alteration + stockwork quartz veins oxidized 0.8
FWG0131 Sandstone massive + stockwork quartz veins 0.79
FWG0212 Reject sandstone massive massive, limonite alteration + quartz veins hemtite alteration 0.77
FWG0170 Sandstone oxidized + stockwork quartz veins in excavation 0.75
FWG0113 Quartz vein in sandstone oxidized + boxwork 0.73
FWG0222 Sandstone massive, kaolinite alteration + feox veinlets 0.73
FWG0020 Rejet: saprolite sandstone in hang wall shear with limonite alteration + quartz and Feox veins + boxwork 0.7
FWG0126 Sandstone massive, hematite alteration + quartz veins 0.7
FWG0125 Sandstone massive, hematite alteration 0.67
FWG0001 Brecciated sandstone with argilitic clasts and moderate hematite alteration 0.66
FWG0167 Quartz veins, cracked, brecciated, + pyrite (Ore of artisanal miners) 0.66
FWG0208 Massive sandstone, limonite alteration + stockwork quartz veins in excavation 0.66
FWG0151 Sandstone massive, hematite alteration + stockwork quatz veins + pyrite disseminated 0.65
FWG0044 Sheared sandstone, alteration in hematite + quartz veins 0.44
FWG0080 Sandstone massive weak weathered, hematite alteration, stockwork quartz veins oxidized 0.41
FWG0230 Sheared sandstone, limonite alteration + quartz veins 0.41
FWG0054 Saprolite sandstone in hanging wall showing limonite alteration 0.4
FWG0138 Sandstone massive + individual quartz veins 0.39
FWG0233 Saprolite sandstone, limonite alteration + feox veinlets 0.39
FWG0153 Quartz veins, cracked, brecciated, + pyrite (Ore of artisanal miners) 0.38
FWG0086 Quartz veins (090/50) oxidized, hematite + limonite alteration 0.37
FWG0173 Quartz veins fragments cracked 0.36
FWG0075 Quartz veins (300/60) very oxidized, hematite alteration, brecciated + boxwork 0.35
FWG0184 Hanging wall sandstone sheared, limonite alteration + stockwork quartz veins + boxwork 0.32
FWG0096 Quartz veins (360/60) 5-10cm, sheared, brecciated, limonite alteration + boxwork (Ore of artisanal miners) 0.31
FWG0123 Mafic intrusive foliated weakly 0.3
FWG0164 Quartz vein (010/40) oxidized 5-10cm, oxidized, cracked in excavation 0.27
FWG0178 Sandstone massive, silica, hematite alteration +pyrite disseminated 0.27
FWG0181 Hanging wall sandstone sheared, limonite alteration + stockwork quartz veins 0.27
FWG0050 Saprolite of sandstone sheared, hematite + limonite alteration + quartz veinlets + boxwork 0.26
FWG0073 Stockwork quartz veins cracked + boxwork 0.26
FWG0097 Sheared sandstone in hanging wall zone, bleached, limonite alteration + Boxwork 0.26
FWG0219 Sandstone sheared, hematite + limonite alteration + stockwork quartz veins brecciated 0.26
FWG0213 reject: quartz fragment, brecciated 0.24
FWG0101 Sandstone massive, hematite or albite alteration + disseminated pyrite 0.21
FWG0132 Quartz veins, cracked, brecciated, + boxwork (Ore of artisanal miners)) 0.21
FWG0043 Masssive sandstone weak weathered + quartz veins + boxwork 0.17
FWG0216 Quartz fragment 15cm oxidized, cracked 0.17
FWG0165 Quartz veins fragments in excavation 0.16
FWG0082 Quartz veins (115/75) parallel in sandstone-conglomeratic 0.14
FWG0199 Hanging wall sandstone sheared, limonite alteration + stockwork quartz veins + boxwork 0.14
FWG0224 Massive sandstone, limonite + hematite alteration + Feox veins 0.14
FWG0223 Sandstone massive, kaolinite alteration + feox veinlets 0.12

 

INTERPRETATION AND FOLLOWUP

Given the excellent results from the geological mapping and grab sampling program at Frikidi, further work is warranted. The Company is planning to follow up with a drill program consisting of a combination of air-core and reverse circulation drilling to further assess the potential of the Frikidi prospect area.

ON BEHALF OF THE BOARD

“Jared Scharf”

___________________________

Jared Scharf

President & Director

+1 (858) 247-8195

 

ABOUT DESERT GOLD

Desert Gold Ventures Inc. is a gold exploration and development company which holds 3 gold exploration permits in Western Mali (Farabantourou, Segala West and Djimbala) and its Rutare gold project in central Rwanda. For further information please visit www.SEDAR.com under the company’s profile.

CONTACT:
Jared Scharf
President and Director
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel.: +1 (858) 247-8195
Website: www.desertgold.ca

QA/QC PROCEDURES

All grab samples were geologically described following Desert Gold’s established standard operating procedures. For grab sampling, all individual samples represent approximately 2-3 kilograms that is sent for preparation and gold assaying at the SGS laboratories in Bamako, Mali. Each sample is fire-assayed for gold by SGS laboratories in Bamako using Au-FAA505 method that is a 50g fire assay fusion with AAS instrument finish. In addition to SGS own QA/QC (Quality Assurance/Quality Control) program, an internal quality control and quality assurance program is in place throughout the sampling program, using blind duplicates (1 :20), blanks (1 :20) and recognized industry standards (1 :20).

TECHNICAL DISCLOSURE

This press release contains certain scientific and technical information of Desert Gold. The Company is solely responsible for the contents and accuracy of any scientific and technical information disclosure relating to it.

Don Dudek, P.Geo. is a director of Desert Gold and a Qualified Person under National Instrument 43-101, has reviewed and approved the scientific and technical information contained in this press release.

FORWARD-LOOKING STATEMENT DISCLOSURE

This news release contains forward-looking statements respecting the Company's ability to successfully complete the Offering. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Such statements are based on current expectations, are subject to a number of uncertainties and risks, and actual results may differ materially from those contained in such statements, including the inability of the Company to successfully complete the Offering. These uncertainties and risks include, but are not limited to, the strength of the capital markets, the price of gold; operational, funding, and liquidity risks; the degree to which mineral resource estimates are reflective of actual mineral resources; and the degree to which factors which would make a mineral deposit commercially viable are present; the risks and hazards associated with mining operations. Risks and uncertainties about the Company's business are more fully discussed in the company's disclosure materials filed with the securities regulatory authorities in Canada and available at www.sedar.com and readers are urged to read these materials. The Company assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements unless required by law.

Neither the 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. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the united states securities act of 1933, as amended, and may not be offered or sold in the united states or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such act.

 

March 11, 2019, Desert Gold Ventures Inc. (TSXV: DAU) (“Desert Gold”) and Ashanti Gold Corp. (TSXV: AGZ) (“Ashanti”) are pleased to announce that they have entered into a binding letter of intent (the “LOI”) contemplating the acquisition by Desert Gold of all of the outstanding common shares of Ashanti (the “Ashanti Shares”), (the “Proposed Transaction”).

Under the terms of the LOI, all of the issued and outstanding Ashanti Shares will be exchanged on the basis of 0.2857 Desert Gold common shares (each whole share, a “Desert Gold Share”) for each Ashanti Share (the "Exchange Ratio"). The Exchange Ratio implies consideration of CAD $0.0514 per Ashanti Share based on the closing price of the Desert Gold Shares on the Toronto Venture Stock Exchange ("TSXV") on March 8, 2019. This represents a premium of 28.5% based on the closing price of Ashanti Shares on the TSXV on March 8, 2019. The Proposed Transaction value is approximately CAD $3.8 million on a fully diluted in-the-money basis, representing 31% dilution to Desert Gold shareholders. The parties have until April 15, 2019 to enter into a definitive agreement and have set a longstop date of September 30, 2019 to close the Proposed Transaction.

Transaction Highlights

  • Excellent Location on Prolific Senegal Mali Shear (SMSZ) and Main Transcurrent Shear Zonesrelated to 30 million + oz gold of production and resources(1) and the MTSZ, which hosts Barrick’s >3 million ounce Massawa Deposit(2). The combined property overlies portions of these two structures and the interaction zone between them (see Figure 1)
  • District-Scale Land Package - Consolidated properties (see Figure 1 below) create an ~15 km across by ~25 km long, ~190 km2, target-rich, land package (see Figure 2)
  • Combined Properties host >11 known Gold ZonesConsolidated properties host greater than 11 known gold zones occurring both east and west of the SMSZ and MTSZ, suggesting significant exploration potential in a variety of geological settings

Benefits to Desert Gold Shareholders

  • Strategic acquisition to create a district-scale land package over regional-scale structures (SMSZ and MTSZ) that are related to numerous, multi-million ounce gold deposits
  • Exposure to well-situated Anumso gold property in the multi-million ounce Ashanti Belt in Ghana
  • Combined entities will likely increase shareholder liquidity, trading and capital markets exposure
  • Further strengthen Desert Gold’s exploration and development pipeline
  • Anticipated costs savings from consolidating operations

Benefits to Ashanti Shareholders

  • Acquisition premium (28.5% based on the closing price of Desert Gold common shares on the TSX Venture Exchange on March 8, 2019.)
  • Increased exposure to combined properties’ overlying regional-scale structures (SMSZ and MTSZ) that are related to numerous, multi-million ounce deposits
  • Exposure to Desert Gold projects contiguous to BCM’s Tabakoto and Hummingbird Resources’ Yanfolila gold mines in Mali
  • Access to a strong, in-country operational team with capabilities to significantly advance combined properties
  • Improved capital markets exposure
  • Anticipated costs savings from consolidating operations

Figure 1. Regional Scale Geological Setting

map1.jpg

Figure 2. Consolidated Property Package with Highlight Results

map2.jpg

 

Highlighted Historic Drill Results from Consolidated Properties*

map3.png

*True widths cannot be determined with the information available. All results have been presented in previous news releases.

LOI Conditions & Steps to Definitive Agreement

The Proposed Transaction is subject to a range of conditions, including, but not limited to, Desert Gold and Ashanti entering into one or more binding definitive agreements containing customary terms and conditions, including representations and warranties customary in a transaction of this nature. In the event that definitive agreement(s) are entered into between the parties, and subject to the final transaction structure, the closing of the Proposed Transaction will be subject to additional conditions precedent including, but not limited to, the receipt of all required approvals, approval of the Proposed Transaction by the requisite majority of shareholders of Ashanti by way of special meeting of Ashanti shareholders and agreement on customary non-solicitation covenants, board support and fiduciary-out provisions for transactions of this nature. In addition to shareholder and regulatory approvals, the closing of the Proposed Transaction is conditional on Ashanti being granted a renewal of its Kossanto East exploration permit in Western Mali which is due to expire May 7, 2019. Under the terms of the LOI, Ashanti’s CEO Tim McCutcheon will be offered a board seat on the board of Desert Gold upon closing of the Proposed Transaction.

Desert Gold and Ashanti are committed to consummating the Proposed Transaction in an expedited manner and will issue further information about the Proposed Transaction in the near future. There can be no assurances that any transaction relating to the Proposed Transaction or otherwise will result, or as to the final definitive terms thereof.

Desert Gold’s President Jared Scharf commented “We’ve been monitoring Ashanti’s progress for several years and their success in advancing the Kossanto East property, albeit in a very challenging market. The acquisition of Ashanti will be a strategic milestone for Desert Gold as the consolidation of the Kossanto East and Farabantourou properties creates a district-scale land package covering two of the most prolific regional super-structures in West Africa, the Senegal Mali Shear and the Main Transcurrent Fault Zone. Even with the consolidated land package already showing significant gold mineralization, we’ve only scratched the surface in terms of understanding the exploration potential of this vast area. Consolidating these contiguous assets under one corporate entity is a major step towards creating and realizing value for the Desert Gold and Ashanti shareholders. The proposed acquisition of Ashanti is at the core of Desert Gold’s strategy to continually expand our exploration footprint in Western Mali.”

About Desert Gold

Desert Gold Ventures Inc. is a gold exploration and development company which holds 3 gold exploration permits in Western Mali (Farabantourou, Segala West and Djimbala) and a mining license at its Rutare gold project in central Rwanda.

About Ashanti

Ashanti is a gold-focused, exploration and development company that targets projects where it has a competitive advantage due to past work experience of the team and specific project know-how. The Company is driving forward its 100%-owned Kossanto East project in Mali on the prolific Kenieba Belt, which hosts such deposits as Loulo, Fekola and Sadiola. Ashanti is also working to advance, together with its earn-in partners, the Anumso project and the Ashanti Belt project in Ghana, which are near-adjacent to the Akyem deposit.

Technical Disclosure

This press release contains certain scientific and technical information of Desert Gold and Ashanti. Each party is solely responsible for the contents and accuracy of any scientific and technical information disclosure relating to it.

Don Dudek, P.Geo. is a director of Desert Gold and a Qualified Person under National Instrument 43-101, has reviewed and approved the Desert Gold scientific and technical information contained in this press release.

Dr. Paul Klipfel, CPG (AIPG certification #10821), Ashanti’s COO and Chief Geologist is a Qualified Person as defined by Canadian NI 43-101 and has supervised the preparation of the scientific and technical information that forms the basis for this news release. Dr. Klipfel is responsible for all aspects of the work on the Kossanto East property including the Quality Control/Quality Assurance programs. Dr. Klipfel is not an Independent Person, as he is a shareholder of Ashanti.

Neither the 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.

Forward Looking Statements

This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. All statements other than statements of present or historical fact are forward-looking statements, including statements with respect to the Letter of Intent and the likelihood that the definitive agreement(s) will be entered into and that Proposed Transaction will be consummated on the terms and timeline provided herein or at all, the benefits of the Proposed Transaction to Desert Gold and Ashanti and the receipt of all required approvals including without limitation the companies shareholders and applicable regulatory authorities and applicable stock exchanges. Forward-looking statements include words or expressions such as “proposed”, “will”, “subject to”, “near future”, “in the event”, “would”, “expect”, “prepared to” and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include general business, economic, competitive, political and social uncertainties; the state of capital markets; risks relating to (i) the preliminary and non-binding nature of the LOI, (ii) the ability of the parties to satisfy the conditions precedent to the execution of any definitive agreement(s) or to ultimately agree on definitive terms, (iii) the impact on the respective businesses, operations and financial condition of Desert Gold and Ashanti resulting from the announcement of the Proposed Transaction and/or the failure to enter into definitive agreement(s) or to complete the Proposed Transaction on terms described or at all, (iv) a third party competing bid materializing prior to the effective date of any definitive agreement(s) or the completion of the Proposed Transaction, (v) delay or failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion of the Proposed Transaction, (vi) unforeseen challenges in integrating the businesses of Desert Gold and Ashanti, (vii) failure to realize the anticipated benefits of the Proposed Transaction, (viii) other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and other risks described in Desert Gold’s and Ashanti’s documents filed with Canadian securities regulatory authorities. You can find further information with respect to these and other risks in filings made with the Canadian securities regulatory authorities and available at www.sedar.com. Desert Gold’s and Ashanti’s documents are also available on their respective websites at www.desertgold.ca and www.ashantigoldcorp.com. We disclaim any obligation to update or revise these forward-looking statements, except as required by applicable law.

For more information contact:

Desert Gold Ventures Inc.

Jared Scharf
President and Director
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel.: +1 (858) 247-8195
Website: www.desertgold.ca

Ashanti Gold Corp

Tim McCutcheon
President and CEO
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel.: +1 (604) 396-1336
Website: www.ashantigoldcorp.com

  1. Randgold's Loulo-Gounkoto mine complex to the west with ore reserves of 32 Mt average at 4.6 g.t for 3.7 million oz Au in the Proven and Probably category. Endeavour Mining's Tabakoto and Segala mines which hosts ~3 million oz Au (18.5 Mt at 3.5 g/t for 1.8 million oz Au measured and indicated, 9 Mt at 3.6 g/t for 1 million oz Au inferred and 6.4 Mt at 3.5 g/t for 0.7 million oz Au proven and probable. B2Gold Fekola mine to the south with ore reserves of 48.3 million Mt average at 2.37 g/t gold for 3.34 million oz Au in the Proven and Probably category and 65.8 million Mt average at 2.13 g/t gold for 4.5 million oz Au. To the north Sadiola/Yatela mine contains ore reserves of 38 million Mt at 1.57 g/t gold for 2 million oz Au and 87 million Mt at 1.58 g/t gold for 6 million oz Au in the measured and indicated category.
  2. Barrick website - https://barrick.q4cdn.com/788666289/files/quarterly-report/2018/Randgold-2018-Reserves-Resources.pdf ; Estimated Indicated mineral resources of 23Mt @ 4.0 g/t Au totalling 2.5 million ounces of gold and estimated inferred mineral resources of 6 Mt @ 3.0 g/t Au totalling 0.51 million ounces of gold

 

Delta, British Columbia, February 8, 2019, DESERT GOLD VENTURES INC. (“Desert Gold” or the “Company”) (TSX.V: DAU /FF:QXR2 /OTC:DAUGF) is pleased to announce that it has granted a total of 1,125,000 incentive stock options to consultants, directors and officers, pursuant to the Company's Stock Option Plan. The options are exercisable at $0.19 per share and expire five (5) years from the date of grant.

ON BEHALF OF THE BOARD

s/"Jared Scharf"
Jared Scharf, President

+1 (858) 247-8195

For further information please visit our website www.desertgold.ca or information available on www.SEDAR.com under the company’s profile.

Certain statements contained in this release may constitute "forward–looking statements" or "forward-looking information" (collectively "forward-looking information") as those terms are used in the Private Securities Litigation Reform Act of 1995 and similar Canadian laws. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, the Property, financing and certain corporate changes. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Neither the 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. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the united states securities act of 1933, as amended, and may not be offered or sold in the united states or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such act.

Delta, British Columbia, January 25, 2019. Desert Gold Ventures Inc. (the “Company”) (TSX.V: DAU, FF: QXR2, OTC: DAUGF) announces it has closed its non-brokered private placement, which has been over subscribed, raising further aggregate proceeds of $334,019 through the sale of a further total 2,251,500 units at $0.15 per Unit (“Financing”). Each Unit is comprised of one common share and one common share purchase warrant (“Warrant”). The Company previously closed a first tranche of this Financing on December 17, 2018, raising $540,000.

Each Warrant entitles the holder to purchase one additional common share of the Company at a price of CDN $0.15 per share for a period of two (2) years from the closing of the Financing.

All securities issued as a result of closing are subject to a statutory hold period. In connection with closing the Company paid a finder’s fee consisting of a cash fee of $3,706.50 and 24,710 non–transferable finder’s warrants having the same terms as the Warrant accompanying this Financing. The Financing is subject to approval of the TSX Venture Exchange.

The proceeds of the Financing will be used for exploration activities at the Company’s projects in Western Mali and working capital.

ON BEHALF OF THE BOARD

“Jared Scharf”

___________________________
Jared Scharf
President & Director
+1 (858) 247-8195

For further information please visit www.SEDAR.com under the company’s profile.

About Desert Gold

Desert Gold Ventures Inc. is an advanced exploration and development company which holds 3 gold exploration permits in Western Mali (Farabantourou, Segala West and Djimbala) and a mining license at its Rutare project in central Rwanda.

This news release contains forward-looking statements respecting the Company's ability to successfully complete the Offering. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Such statements are based on current expectations, are subject to a number of uncertainties and risks, and actual results may differ materially from those contained in such statements, including the inability of the Company to successfully complete the Financing. These uncertainties and risks include, but are not limited to, the strength of the capital markets, the price of gold; operational, funding, and liquidity risks; the degree to which mineral resource estimates are reflective of actual mineral resources; and the degree to which factors which would make a mineral deposit commercially viable are present; the risks and hazards associated with mining operations. Risks and uncertainties about the Company's business are more fully discussed in the company's disclosure materials filed with the securities regulatory authorities in Canada and available at www.sedar.com and readers are urged to read these materials. The Company assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements unless required by law.

Neither the 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. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the united states securities act of 1933, as amended, and may not be offered or sold in the united states or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such act.