Blackwolf Completes Acquisition of Optimum Ventures; Andrew Bowering Joins the Board of Directors

Blackwolf Completes Acquisition of Optimum Ventures; Andrew Bowering Joins the Board of Directors

Blackwolf Copper and Gold Ltd. (" Blackwolf ", or the " Company ") (TSXV: BWCG, OTC:BWCGF) and Optimum Ventures Ltd. (" Optimum ") (TSXV: OPV) are pleased to announce that they have completed their previously announced plan of arrangement, pursuant to which the Company acquired all the issued and outstanding shares of Optimum, and, in exchange, shareholders of Optimum received 0.65 of a common share of Blackwolf for each Optimum share held (the " Transaction "). In addition, Andrew Bowering, mining entrepreneur, a founder of Optimum, has joined the Company's board of directors, replacing Don Birak, who stepped down effective September 12, 2023.

Andrew Bowering is a renowned venture capitalist with over 30 years of experience in global mineral exploration and development and a track record of building shareholder value. He has founded, funded, and led teams in the pursuit of various metals, from initial exploration to production. Mr. Bowering has held senior management roles, overseeing asset acquisitions, sales, and raising over $250 million in development capital. He was a founder of Millennial Lithium Corp (acquired by Lithium Americas) and is actively involved in other publicly traded companies in the battery metals and precious metals sectors, such as Prime Mining Corp and American Lithium Corp.

Morgan Lekstrom, CEO and Director of the Company, stated, " With the acquisition of Optimum, Blackwolf has become a top developer of precious and strategic metal projects in Alaska and British Columbia's Golden Triangle. We are excited to welcome Optimum shareholders and our new board member, Andrew Bowering. This merger has brought exciting projects and expertise to Blackwolf, and we believe it will contribute significantly to our goal of creating value for our shareholders. "

Rob McLeod, Executive Chairman of Blackwolf, said, " We are proud to welcome Andrew Bowering as a new director of Blackwolf. Andy is one of Canada's top mining entrepreneurs, and we have a history of working together in the Golden Triangle since 1995. We are looking forward to working together again. Also, on behalf of the rest of the Blackwolf Team, I want to thank Don Birak for his valuable service to the Company and wish him the best in his future endeavours. "

Delisting of Optimum Shares and Information for Optimum Shareholders

The Optimum shares are expected to be delisted from the TSX Venture Exchange at the close of trading on September 14, 2023, and Optimum intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Further information about the Transaction is set forth in Optimum's management information circular dated July 31, 2023 relating to the annual general and special meeting of securityholders of Optimum (the " Circular "), which is available under Optimum's SEDAR+ profile at www.sedarplus.ca . Information regarding the procedure for exchange of Optimum shares for Blackwolf shares is provided for in the Circular. In order to receive Blackwolf shares in exchange for Optimum shares, registered shareholders of Optimum must complete, sign, date and return the letter of transmittal that was mailed to each registered Optimum shareholder along with the Circular. For those shareholders of Optimum whose Optimum shares are registered in the name of a broker, investment dealer, bank, trust company or other intermediary or nominee, they should contact such intermediary or nominee for instructions and assistance in depositing their Optimum shares.

Advisors and Counsel

In connection with the Transaction, Fiore Management and Advisory Corp. was issued 567,299 common shares of the Company in consideration for advisory services provided to the Company.

DuMoulin Black LLP acted as legal counsel to Blackwolf. Boughton Law Corporation acted as legal counsel to Optimum.

Upon closing of the Transaction and the issuance of shares for advisory services the Company's issued and outstanding common shares is 108,957,568.

About Blackwolf Copper and Gold Ltd.

Blackwolf's founding vision is to be an industry leader in transparency, inclusion and innovation. Guided by our Vision and through collaboration with local and Indigenous communities and stakeholders, Blackwolf builds shareholder value through our technical expertise in mineral exploration, engineering and permitting. The Company holds a 100% interest in the high-grade Niblack copper-gold-zinc-silver VMS project, located adjacent to tidewater in southeast Alaska as well as six Hyder Area gold-silver and base metal properties in southeast Alaska and northwest British Columbia in the Golden Triangle, including the Cantoo and Harry properties. For more information on Blackwolf, please visit the Company's website at www.blackwolfcopperandgold.com .

On behalf of the Board of Directors of Blackwolf Copper and Gold Ltd.

"Morgan Lekstrom"

CEO and Director

For more information, contact:

Morgan Lekstrom
250-574-7350 (Mobile)
604-343-2997 (Office)
mll@bwcg.ca
Liam Morrison
604-897-9952 (Mobile)
604-343-2997 (Office
lm@bwcg.ca

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.

Cautionary Statements Regarding Forward-Looking Statements

This news release contains "forward-looking information" and "forward looking statements" within the meaning of applicable Canadian securities legislation (collectively herein referred to as "forward-looking information"). Wherever possible, words such as "expects", "expected", "strategic" and similar expressions or statements that certain actions, events or results "will" or "may" be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify forward-looking information. Forward-looking information contained herein includes, but is not limited to, the anticipated benefits of the Transaction, and discussion of future plans, projects, objectives, estimates and forecasts and the timing related thereto, the timing of the delisting of Optimum, Optimum ceasing to be a reporting issuer.

Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual results, actions, events, conditions, performance or achievements to materially differ from those expressed or implied by the forward-looking information, including, without limitation, risks related to exploration and potential development of the Company's projects; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and native groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; and other risk factors as detailed from time to time and such other risks as are identified in the public disclosure documents of the Company filed on SEDAR+ at www.sedarplus.ca (the "Disclosure Documents"). This list is not exhaustive of the factors that may affect any of our forward-looking information. Although we have attempted to identify important factors that could cause actual results, actions, events, conditions, performance or achievements to differ materially from those contained in forward-looking information, there may be other factors that cause results, actions, events, conditions, performance or achievements to differ from those anticipated, estimated or intended.

Our forward-looking information is based on the assumptions, beliefs, expectations, and opinions of management on the date the statements are made, many of which may be difficult to predict and beyond our control. In connection with the forward-looking information contained in this news release, we have made certain assumptions about, among other things, the Company's ability to achieve the business and operational synergies expected as a result of the Transaction and explore and develop its projects as currently anticipated. Although we believe that the assumptions inherent in forward-looking information are reasonable as of the date of this news release, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained in this news release.

Additional information about the risks and uncertainties concerning forward-looking information and material factors or assumptions on which such forward-looking information is based is provided in the Disclosure Documents. Forward-looking information is not a guarantee of future performance. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Forward-looking information involves statements about the future and is inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this news release and the Disclosure Documents. For the reasons set forth above, readers and prospective investors should not place undue reliance on forward-looking information.

We do not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law.


Primary Logo

News Provided by GlobeNewswire via QuoteMedia

OPV:CA
The Conversation (0)
Optimum Ventures Ltd. Announces Court Approval of Acquisition by Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. Announces Court Approval of Acquisition by Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd . ("Optimum" or the "Company" ) (TSXV: OPV) is pleased to announce that, further to its news release dated September 1, 2023 the Supreme Court of British Columbia has granted final approval for the Company's acquisition by Blackwolf Copper and Gold Ltd. ("Blackwolf") (TSXV: BWCG, OTC: BWCGF) (the "Transaction"). For comprehensive details regarding the Transaction, please refer to the Company's press releases dated June 20 and July 7, 2023.

The Transaction is anticipated to be completed on or around September 12, 2023, subject to the receipt of final acceptance by the TSX Venture Exchange ("TSXV") and the fulfillment of customary conditions. In conjunction with the impending closing of the Transaction, Optimum is set to be delisted from the TSXV prior to the closing of the Transaction.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Optimum Ventures Announces Securityholder Approval of Plan of Arrangement With Blackwolf Copper and Gold Ltd.

Optimum Ventures Announces Securityholder Approval of Plan of Arrangement With Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. ("Optimum" or the "Company") (TSXV: OPV) is pleased to announce that Blackwolf Copper and Gold Ltd.'s (" Blackwolf ") proposed acquisition of all of the outstanding securities of the Company by plan of arrangement (the " Arrangement ") was overwhelmingly approved at the Company's annual general and special meeting of securityholders held on August 31, 2023 (the " Meeting ").

At the Meeting, Optimum securityholders were asked to consider and approve a special resolution regarding the proposed Arrangement (the " Arrangement Resolution "). No dissents were received by the Company and the Arrangement Resolution was approved by 100% of the votes cast by Optimum securityholders at the Meeting.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Optimum Ventures Announces Mailing of Materials, Receipt of Interim Order and Conditional Approval

Optimum Ventures Announces Mailing of Materials, Receipt of Interim Order and Conditional Approval

Optimum Ventures Ltd. ("Optimum" or the "Company") (TSXV: OPV) is pleased to announce that it has filed and mailed materials to the securityholders of Company (the " Optimum Securityholders "), including the management information circular dated July 31, 2023 (the " Circular ") and related documents for the annual general and special meeting of Optimum Securityholders to be held on August 31, 2023 (the " Meeting ").

The Meeting is being held in connection with the proposed acquisition by Blackwolf Copper and Gold Ltd. (" Blackwolf ") of all of the issued and outstanding common shares of Optimum (collectively, the " Company Shares ") by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the " Arrangement ") previously announced on July 7, 2023. If the Arrangement becomes effective, Optimum shareholders (other than dissenting Optimum shareholders, if any) will receive 0.65 common shares of Blackwolf (each whole share, a " Blackwolf Share ") for each Company Share held (the " Exchange Ratio ").

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Optimum Ventures Announces Entry Into Arrangement Agreement With Blackwolf Copper and Gold Ltd.

Optimum Ventures Announces Entry Into Arrangement Agreement With Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. ("Optimum" or the "Company") (TSXV: OPV) is pleased to announce that it has entered into an arrangement agreement with Blackwolf Copper and Gold Ltd. (" Blackwolf ") dated as of July 6, 2023 (the " Arrangement Agreement "), pursuant to which Blackwolf has agreed to acquire all of the issued and outstanding common shares of Optimum (collectively, the " Company Shares ") by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the " Arrangement ").

Tyler Ross, CEO of Optimum, stated, "This is a transformational opportunity for Optimum's shareholders to join the vision of Blackwolf in becoming a leading mining company in the Golden Triangle. With experienced leadership under Morgan Lekstrom, strategic investment from Frank Giustra, Rob McLeod leading the Geological programs and the addition of Andrew Bowering to the board of the resulting issuer, the combined entity is well situated to unlock the large-scale potential of these complementary projects in the Golden Triangle."

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Optimum Ventures Ltd. Announces Letter of Intent With Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. Announces Letter of Intent With Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. ("Optimum" or the "Company") (TSXV: OPV) is pleased to announce that it has entered into a non-binding letter of intent (the " LOI ") with Blackwolf Copper and Gold Ltd. (" Blackwolf "), pursuant to which Blackwolf will acquire all of the issued and outstanding securities of the Company (the " Transaction ") by way of a plan of arrangement or such transaction structure to be determined by the Company and Blackwolf under a definitive transaction agreement.

In connection with the Transaction, each Optimum shareholder will be entitled to receive 0.65 (the " Exchange Ratio ") of a common share of Blackwolf for each share of Optimum held, resulting in existing shareholders of the Company collectively owning approximately 26% of the outstanding share capital of the resulting company upon closing of the Transaction. Additionally, all outstanding stock options of the Company are expected to be cancelled and each outstanding warrant of the Company to purchase Company Shares will be converted into a warrant to purchase Blackwolf Shares in accordance with the Exchange Ratio.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Rio Silver Completes Agreement with Local Community at Jorimina Project, Peru

Rio Silver Completes Agreement with Local Community at Jorimina Project, Peru

Rio Silver Inc. ("Rio Silver" or the "Company") (TSX.V: RYO) is pleased to announce it has finalized a surface access agreement ("the Agreement") with the local Community for a period of one year at the Company's Jorimina Project, an advanced goldsilver project near the city of Ayachucho in south central Peru.

A recently completed Environmental Impact Study and community workshops aided by the President and Council of the local community, represent the final steps of the drill permitting application process and allow for the initiation of activities at this highly prospective, bulk tonnage gold and silver target located at the Company's wholly owned, Jorimina, Gold / Silver Project.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Galloper Gold Retains MarketSmart Communications for Investor Relations

Galloper Gold Retains MarketSmart Communications for Investor Relations

Galloper Gold Corp. (CSE:BOOM)(OTC PINK:GGDCF) ("Galloper Gold" or the "Company") announces it has entered into an agreement with MarketSmart Communications Inc. ("MarketSmart") pursuant to which MarketSmart will provide investor relations (IR) services to Galloper Gold for an initial term of 12 months

Adrian Sydenham, President of MarketSmart, stated: "We are excited to assist Galloper Gold as this newly-listed company pursues an attractive opportunity in Newfoundland surrounding an historic gold deposit. Galloper Gold is well-funded and has a modest valuation as it approaches 2024 exploration at its flagship Glover Island Project. As the company achieves each milestone set before it, MarketSmart looks forward to keeping shareholders informed while broadening the investor audience for BOOM."

News Provided by ACCESSWIRE via QuoteMedia

Keep reading...Show less
Freegold Intersects 4.63 g/t Au over 65.9 Metres at Golden Summit

Freegold Intersects 4.63 g/t Au over 65.9 Metres at Golden Summit

 Freegold Ventures Limited (TSX: FVL) (OCTQX: FGOVF) ("Freegold" or the "Company") is pleased to report initial results from the 2024 drill program. Thirteen holes have been completed, with two more in progress. The 2024 drill program is targeting the western extension as an area that holds significant promise for higher grades closer to surface and at depth.  The presence of this higher-grade material, along with promising ongoing metallurgical testwork, can potentially further enhance the overall project economics. The focus for 2024 will be on optimization, which will involve additional drilling, including drilling large-diameter holes (PQ) to facilitate additional metallurgical testwork.

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less
Silver North Announces Closing of Final Tranche of Private Placement

Silver North Announces Closing of Final Tranche of Private Placement

(TheNewswire)

Silver North Resources Ltd.

Vancouver, BC, July 18, 2024 TheNewswire Silver North Resources Ltd. (TSX-V: SNAG, OTCQB: TARSF) " Silver North " or the " Company ") is pleased to announce that it has closed the third and final tranche (the " Final Tranche ") of its non-brokered private placement (the " Offering ") for gross proceeds of $89,000. Further to the Company's news releases dated June 21, 2024 and June 28, 2024, the Company has raised aggregate gross proceeds of $827,380 in the Offering.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
Canadian Investment Regulatory Organization Trade Resumption - RUA

Canadian Investment Regulatory Organization Trade Resumption - RUA

Trading resumes in:

Company: Rua Gold Inc.

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less
RUA GOLD Announces C$8 Million Brokered Offering of Common Shares

RUA GOLD Announces C$8 Million Brokered Offering of Common Shares

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States .

Rua Gold Inc. (CSE: RUA) (OTCQB: NZAUF) (WKN: A4010V) (" Rua Gold " or the " Company ") is pleased to announce that it has entered into an agreement with Cormark Securities Inc., as lead agent and on behalf of a syndicate of agents to be formed (collectively, the " Agents "), pursuant to which the Agents have agreed to act as agents on a "best efforts" basis, in connection with the public offering of 44,445,000 common shares in the capital of the Company (each, a " Common Share ") at a price of C$0.18 per Common Share (the " Offering Price ") for aggregate gross proceeds of C$8,000,100 (the " Offering "). The Offering is expected to close on or about July 25, 2024 (the " Closing Date "), or such other date as agreed upon between the Company and the Agents, and is subject to certain conditions including, but not limited to the receipt of all necessary regulatory approvals.

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×