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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:
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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.
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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.
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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)
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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.
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