Infinito
Gold Ltd. (the "Company" or "Infinito") and Shoreham
Resources Ltd. ("Shoreham") have completed and executed a
definitive purchase and sale agreement (the "Agreement") pursuant
to a non-binding letter of intent disclosed in the Company's news release
dated August 19, 2010.
Under
the terms of the Agreement Shoreham will acquire 100% of the issued and
outstanding common shares of Infinito's subsidiaries in Guyana and Aruba
which hold the Marudi Mountain and Paint Mountain, and Potaro mineral
concessions.
Closing
of the Agreement is subject to certain closing conditions including TSX
Venture Exchange approval. Total consideration is US$500,000 in cash and the
issuance of 1,600,000 common shares of Shoreham to the Company. On August 17, 2010, Shoreham paid
US$100,000 to the Company (the "Deposit Payment"), and upon closing
Shoreham will pay to the Company the US$400,000 balance and issue 1,600,000
shares.
The
Company will be granted a 2% Net Smelter Returns ("NSR") royalty on
all future mineral production from the Marudi Mountain Project to a maximum
of US$3,000,000. The Company will also receive from Shoreham a 2% NSR
royalty for all future alluvial, saprolite and bedrock production from the
Potaro Project, to a maximum of US$2,000,000.
Upon
closing of the Agreement Infinito will transfer to Shoreham a 100% right,
title and interest in and to the holding companies, free and clear of all
encumbrances (except permitted encumbrances) and the interests of others.
Furthermore, Infinito will retain no interest in or liability, including
reclamation liability, associated with the holding companies other than the
NSR royalties.
Caution
Regarding Forward-Looking Information and Statements
Certain
statements in this press release address future events and conditions and, as
such, involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by the statements. These factors include, among others, the
uncertainties relating to the availability of financing to Shoreham and any
related costs, the possibility that all necessary director, governmental and
other regulatory approvals will not be received and risks associated with
commencing and continuing production at either the Marudi Mountain or Potaro
Projects. The Company undertakes no obligation to update these
forward-looking information or statements if circumstances or management's
estimates or opinions should change. The reader is cautioned not to place
undue reliance on forward-looking information or statements.
INFINITO
GOLD LTD.
John Morgan
President and CEO
"Neither the TSX Venture Exchange
nor its Regulation Services Provider (as that term is defined in the policies