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Next Gen Metals Inc.: Shareholders Approve Option to Acquire 60% of the Destiny Gold Project, Val d'Or Québec

Next Gen news 090811

September 8, 2011 - Vancouver, Canada. Next Gen Metals Inc. (TSX.V:N) ("Next Gen" or the "Company") is pleased to announce that disinterested (non-insider) shareholders approved the acquisition of a 60% option interest in the Destiny Gold Project, located in the Abitibi-Témiscamingue region of Québec, from Pacific North West Capital Corp. ("PFN") (TSX:PFN, OTCQX:PAWEF, FSE:P7J), pursuant to an agreement PFN holds with Alto Ventures Ltd. ("Alto") (TSX.V:ATV).

ABOUT DESTINY GOLD PROJECT

The Destiny Gold Project has an NI43-101 compliant mineral resource with approximately 364,000 ounces gold "indicated" and 247,000 ounces gold "inferred" (see press release dated 07 March 2011). By acquiring a project with a significant gold resource identified, and with tremendous exploration potential for further increasing the resource, the Company will be well positioned to take advantage of a rising gold market and investor interest. The project has a strong history of funding with a multi-phase exploration program currently underway (see press release dated 19 July 2011). A Fall and Winter drill program is scheduled to begin in November 2011.

The Destiny Gold Project is located adjacent to Next Gen's Fate Gold Project in the Abitibi-Témiscamingue region of Québec, which is a highly favourable mining jurisdiction. Next Gen will benefit from historical money and time spent by both Alto and Pacific North West Capital. Alto Ventures is a very experienced explorer and is the operator for the Destiny Gold project.

TERMS OF AGREEMENT

Under the terms of the agreement, PFN will grant to Next Gen an irrevocable right and option to acquire all right, title and interest of PFN in and to the Option Interest in the Destiny Gold Project, for an aggregate purchase price of (i) a total of $675,000 in cash; (ii) 15,000,000 Next Gen common shares ("Shares"); and (iii) 4,000,000 Next Gen share purchase warrants ("Warrants") exercisable into 4,000,000 common shares of Next Gen at varying prices for four years from the date of issuance; all of which is due as follows:

  • Cash: Next Gen paid $50,000 to PFN on signing the Letter Agreement ("LA") and will make the cash payments to PFN in tranches of: (i) $75,000 on or before the first anniversary of the LA; (ii) $200,000 on or before the second anniversary of the LA; and (iii) $350,000 on or before the third anniversary of the LA.

  • Next Gen Shares: The 15,000,000 Shares of Next Gen will be issued to PFN as fully paid and non-assessable common shares, in tranches, as to: (i) 4,550,000 Shares upon Next Gen's delivery to PFN of a notice of commencement of the Option no later than November 15, 2011; (ii) 5,225,000 Shares on or before the first anniversary of the LA; and (iii) 5,225,000 Shares on or before the second anniversary of the LA.

  • Warrants: The 4,000,000 Warrants to PFN shall be issued to PFN upon Next Gen's delivery to PFN of a notice of commencement of the Option no later than November 15, 2011, which Warrants are exercisable as follows: (i) 1,000,000 Warrants are exercisable at $0.25 per share; (ii) 1,000,000 Warrants are exercisable at $0.30 per share; (iii) 1,000,000 Warrants are exercisable at $0.35 per share; and (iv) 1,000,000 Warrants are exercisable at $0.50 per share.

In addition to the cash, Shares and Warrants payable by Next Gen, Next Gen shall also be responsible for all remaining cash payments and exploration expenditures due to be paid or incurred, as the case may be, under PFN's agreement with Alto, along with any costs and expenditures associated with any resultant joint venture that arises between Next Gen and Alto. PFN will continue to be responsible for issuances of common shares to Alto under its agreement with Alto until the date of exercise of the option and the transfer and registration of the option interest from PFN to Next Gen in accordance with the terms of the LA.

Under the terms of the initial option agreement between Alto and PFN, PFN would earn a 60% interest in the Destiny Gold Project by paying to Alto $200,000 in cash (of which $50,000 has been paid); issuing to Alto an aggregate of 250,000 common shares of PFN (of which 75,000 common shares have been issued); and incurring an aggregate of $3,500,000 in exploration expenditures over a four-year period (of which $1,557,000 has been incurred). Subsequent to the vesting of its Option Interest, PFN would form a joint venture with Alto to further develop the Destiny Gold Project. Certain claims comprising the property are subject to underlying net smelter return royalties ranging from 1% to 3.5%, with varying buy-back provisions.

The Next Gen Option is subject to expiration, if not exercised on or before November 15, 2011, and to termination upon the occurrence of certain events of default by Next Gen or by PFN under the "Option Interest" in the sole discretion of the non-defaulting party, as set out in the LA. Events of default include failure to make any payment or issue any Shares or Warrants when due; failure to deliver a notice of option commencement on or before November 15, 2011; failure by PFN to perform any term, covenant or condition of the initial option agreement with Alto; and failure to perform any material term, covenant or condition of the LA. All events of default are fully described in the LA, which has been filed by Next Gen on SEDAR and may be accessed at www.sedar.com.

This transaction is subject to final approval by the TSX Venture Exchange and the Toronto Stock Exchange. Provided such approvals are obtained and the transaction closes, Next Gen plans to fund an aggressive multi-phase drill exploration program beginning in early November 2011 with the objective of expanding the known mineral resource.

About Pacific North West Capital Corp.

Pacific North West Capital Corp. is a mineral exploration company whose corporate philosophy is to be a project generator, explorer and project operator with the objective of option / joint venturing its projects through to production. In January 2011, PFN successfully negotiated the 100% acquisition of the River Valley PGM Project from Anglo Platinum Limited, making Anglo Platinum the largest shareholder of PFN holding approximately 9% of the Company (as of July 2011). In special situations, like our 100% owned River Valley PGM Project, the Company is prepared to fund the project through to feasibility and into production. The River Valley PGM Project is one of North America's newest and largest primary platinum group metals (PGM) deposits. The project has excellent infrastructure support and is located only 60 miles (100 km) from Sudbury, Ontario, one of Canada's largest mining centres with two large mineral processing facilities that have available capacity for production.

On April 20th, 2011, PFN announced that it had commenced the Phase I of the $5 million, 15,500 metre drill program for its 100% owned River Valley PGM Project. As of July 2011, PFN has completed more than 7800 metres of drilling and more than 140 line km of 3D IP geophysics survey. Work to date at River Valley suggests that the best potential for economic accumulations of PGM-Copper-Nickel sulphide mineralization s within the Breccia Zone. This Zone includes the main mineralized breccia or Main Zone. The Main Zone occurs within about 20 metres of the intrusive contact with Archean gneisses. This contact zone extends for over 9 km of prospective strike length, holds the current defined resource and is the main target of the Company's renewed exploration efforts.

On April 27th, 2011, PFN announced a new NI43-101 mineral resource estimate on the Rock & Roll Gold-Silver-Polymetallic Project, located in Northern BC (see news release dated April 27th, 2011). The mineral resource estimate significantly increased the historic resource. The indicated resource includes: 2,155,679 tonnes grading 0.68 g/t gold ("Au") (47,040 contained oz of Au), and 82.7 g/t silver (Ag") (5,734,445 contained oz of Ag) at a cut‐off grade of 0.5 g/t gold equivalent ("AuEq"), including 0.22% Copper ("Cu") (10,500,833 lbs Cu), 0.22% Lead ("Pb") (10,399,960 lbs Pb), and 0.94% Zinc ("Zn") (44,522,995 lbs Zn). The Rock & Roll Gold-Silver-Polymetallic Project is under option from Equity Exploration Consultants Ltd., First Fiscal Enterprises Ltd. and Pamicon Developments Ltd. Management is currently finalizing a technical and financial plan to further develop the Rock & Roll Project.

PFN is also a significant shareholder of Fire River Gold Corp (FAU:TSX.V), which company is developing the Nixon Fork Gold Mine in Alaska, which is slated for production in summer of 2011. (click here to view Fire River Gold's 2011 President's Message)

Pacific North West Capital Corp. is well funded with an experienced management team and the ability to take advantage of its growing asset base in PGMs, gold and base metals. To that end, the Company is in the process of adding key technical and financial people to our management, advisory team and our board of directors. PFN has approximately $6.3 million in working capital and securities and no debt.

Pacific North West Capital Corp. is an International Metals Group Company.
(www.Pfncapital.com)

About Next Gen Metals Inc.

Next Gen is a mineral exploration company whose current focus is on silver, gold and base metals projects in North America. In addition to the current acquisition of the Destiny Gold project, the Company is presently advancing the Silver Chalice Project, located in Alaska, and the Fate Gold Project located in the Abitibi Greenstone Belt of Northwest Québec, which is one of the most famous gold and base metals regions in the world. The Company continues to aggressively negotiate for additional advanced-stage silver, gold and base metal projects on an international scale.
Next Gen is the newest company to join the International Metals Group. The Board of Directors is comprised in part with directors from other companies within the International Metals Group ("IMG") (www.internationalmetalsgroup.com) who, along with management, have a combined 150 years or more of experience in all aspects of managing public companies related to the resource industry.

Next Gen Metals is an International Metals Group Company. (www.nextgenmetalsinc.com)
 

On behalf of the Board of Directors

"Harry Barr"

Harry Barr
President & CEO
Next Gen Metals Inc.


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.

Note: this release contains forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results and are based on current expectations or beliefs. For this purpose, statements of historical fact may be deemed to be forward-looking statements. In addition, forward-looking statements include statements in which the Company uses words such as "continue", "efforts", "expect", "believe", "anticipate", "confident", "intend", "strategy", "plan", "will", "estimate", "project", "goal", "target", "prospects", "optimistic" or similar expressions. These statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, the Company's ability and continuation of efforts to timely and completely make available adequate current public information, additional or different regulatory and legal requirements and restrictions that may be imposed, and other factors as may be discussed in the documents filed by the Company on SEDAR (www.sedar.com), including the most recent reports that identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The Company does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors should not place undue reliance on forward-looking statements.

Except as required by law, the Company undertakes no obligation to update any forward-looking statements.

 
 

You can view the Next News Releases item: Mon Sep 26, 2011, Next Gen Metals Inc. Delivers Option Commencement Notice to Pacific North West Capital Corp. for the Destiny Gold Project, Val d'Or, Quebec

You can view the Previous News Releases item: Tue Aug 9, 2011, Next Gen Metals Grants Stock Options

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