-
HIGHLIGHTS:
With a portfolio of advanced stage exploration assets in the uranium, critical minerals and base metals space, AuKing Mining is poised to execute and accomplish its goals of becoming a mid-tier producer, creating significant shareholder value.
AuKing Mining (ASX:AKN) is an exploration and development company with a portfolio of exploration assets focused on uranium, copper and critical minerals, in Western Australia, Tanzania and British Columbia, Canada. The company aims to become a mid-tier copper, uranium and critical metals producer through the acquisition and development of near-term production assets.
AuKing’s portfolio of assets includes the Koongie Park copper-zinc project in Western Australia, the Mkuju uranium project in Tanzania, and the recently acquired Myoff Creek niobium-REE project in British Columbia, Canada.
AuKing has acquired the uranium bearing mineral claim known as the Grand Codroy uranium project approximately 50 km north of Port aux Basque, Newfoundland. Grand Cordroy spans 2,200 hectares and hosts several documented uranium occurrences located along a major radiometric high.
The company is led by an experienced management and board of directors supporting and executing on the company’s strategic goals of becoming a mid-tier producer through its diverse project portfolio.
Mkuju is situated immediately to the southeast of the world class Nyota uranium project that was the primary focus of exploration and development feasibility studies by then ASX-listed Mantra Resources Limited (ASX:MRU). Not long after completion of feasibility studies for Nyota in early 2011, MRU announced a AU$1.16 billion takeover offer from the Russian group ARMZ. The takeover was finalised in mid-2011.
During the latter part of 2023, AuKing Mining completed a Stage 1 exploration program at Mkuju which comprised a combination of rock chip, soil geochemistry sampling, shallow auger drilling and initial diamond drilling. Some very encouraging results were obtained from this program which have formed the basis for a proposed 11,000m drilling program that is about to commence at Mkuju. Results included:
Auger drilling:
MKAU23_020 3m @ 1,273ppm U3O8 incl 1m @ 3,350ppm U3O8
MKAU23_045 3m @ 250ppm U3O8 incl 1m @ 410ppm U3O8
Soil samples:
MKGS006 510ppm U3O8
MKGS017 8,800ppm U3O8
MKGS056 960ppm U3O8
Rock chip samples:
MKGS056 2,250ppm
MKGS057 800ppm U3O8Mkuju project location
In July 2024, AuKing Mining completed the acquisition of the Myoff Creek niobium/REE project in British Columbia, Canada, known for its rich mineral deposits. The site offers excellent accessibility with well-maintained road infrastructure. The project highlights near-surface carbonatite mineralization that spans an area of 1.4 km by 0.4 km with high-grade historic drilling intercepts that include 0.93 percent niobium and 2.06 percent total rare earth oxides.
There is significant potential to expand the current target area as it remains open at depth and along strike.
HERE AuKing’s exploration team has completed a recent site visit to Myoff Creek and have identified the need for a detailed airborne radiometric survey to be undertaken across the tenure area. This survey is expected to commence in Q4 of 2024 and will include coverage of the area where historical drilling identified significant niobium/REE results – thereby providing a “marker” for potential mineralization across the rest of the Myoff Creek area.
Koongie Park project lies within the highly mineralized Halls Creek Mobile Belt. The area also hosts the Savannah (Sally Malay) and Copernicus nickel projects, the former Argyle diamond mine and the Nicolsons gold mining operation of Pantoro Limited. Koongie Park is located about 25 kms southwest of the regional centre of Halls Creek on the Great Northern Highway in northeastern Western Australia.
AuKing owns 100 percent interest (subject to a 1 percent net smelter royalty) in Koongie Park and has received significant historical exploration and drilling since the 1970s. The project contains three deposits of note: Onedin and Sandiego copper-zinc-gold deposits, and the Emull copper deposit.
Onedin and Sandiego are both in advanced exploration stages with a total mineral resource estimate of 4.8 Mt and 4.1 Mt, respectively, containing copper, zinc, gold, silver and lead. The Sandiego prospect boasts a scoping study (released in June 2023) that highlights an 11-year life of mine with a processing capacity of 750 ktpa and pre-production capex of $135 million for a 2.5 year payback. Economics highlight a pre-tax NPV of $177 million and 40 percent IRR.Koongie Park and neighboring project holdings
The Emull base metal deposit has received significant drilling by previous owner Northern Star Resources several years ago and subsequently by AuKing in 2022. The deposit has a maiden resource estimate of 12.2 Mt, containing copper, zinc, lead and silver, with significant upside potential as more drilling is performed.
The Grand Codroy uranium project covers 2,200 hectares with the presence of several documented uranium occurrences located along a major radiometric high. The property is approximately 50 km north of Port aux Basque, Newfoundland.
Peter Tighe started his career in the family-owned JH Leavy & Co business, which is one of the longest established fruit and vegetable wholesaling businesses in the Brisbane Markets at Rocklea. As the owner and managing director of JH Leavy & Co, Tighe expanded the company along with highly respected farms and packhouses that have been pleased to supply the company with top quality fruit and vegetables for wholesale/export for over 40 years. Tighe has been a director of Brisbane Markets Limited (BML) since 1999 and is currently the deputy chairman. BML is the owner of the Brisbane Markets site and is responsible for the ongoing management and development of its $400 million asset portfolio. As the proprietor of the site, BML has over 250 leases in place including selling floors, industrial warehousing, retail stores and commercial offices. BML acknowledges its role as an economic hub of Queensland, facilitating the trade of $1.5 billion worth of fresh produce annually, and supporting local and regional businesses of the horticulture industry.
Tighe (with his wife Patty) owns Magic Bloodstock Racing (MBR), a thoroughbred horse racing and breeding company. MBR has acquired many horses which are trained and raced across Australia and around the world including “Winx”, one of the greatest thoroughbreds of all time winning more than $26 million in prize money.
Paul Williams holds both Bachelor of Arts and Law Degrees from the University of Queensland and practised as a corporate and commercial lawyer with Brisbane legal firm HopgoodGanim Lawyers for 17 years. He ultimately became an equity partner of HopgoodGanim Lawyers before joining Eastern Corporation as their chief executive officer in August 2004. In mid-2006, Williams joined Mitsui Coal Holdings as general counsel, participating in the supervision of the coal mining interests and business development activities within the multinational Mitsui & Co group. Williams is well-known in the Brisbane investment community as well as in Sydney and Melbourne and brings to the AKN board a broad range of commercial and legal expertise – especially in the context of mining and exploration activities. He also has a strong focus on corporate governance and the importance of clear and open communication of corporate activity to the investment markets.
ShiZhou Yin holds a Master of Professional Accounting degree and is a Chinese-certified public accountant and a senior accountant. From September 1994 to September 2010, Yin served successively as accountant of Beijing No. 2 Water Pipe Factory, audit manager and audit partner of Yuehua Certified Public Accountants Firm, and senior partner of Zhongrui Yuehua Certified Public Accountants Co.
From April 2017 to the present time, Yin has been vice-president, chief financial officer and secretary of the board of JCHX Group Co..
Yin has also been the chairman of the board of supervisors of JCHX Mining Management Co. (Shanghai Stock Exchange Code: 603979) since May 2017. JCHX Mining Management is one of China’s largest mining services companies with operations around the world and has a share market capitalization of approx. US$5 billion.
Chris Bittar was previously senior project geologist at Pantoro Limited’s Norseman Project in Western Australia, where he supervised the planning and execution of near-mine exploration and resource development programs as part of the Definitive Feasibility Study program at Norseman.
Prior to his Pantoro role, Bittar held senior geologist roles with Millennium Minerals (Nullagine Gold project) and Pilbara Minerals (Pilgangoora Lithium project), and exploration geologist roles with Sumitomo Metal Mining Oceania and Northern Minerals (Browns Range rare earths project in WA). In these roles, Bittar gained extensive experience in taking projects from greenfield exploration to resource development and up to mine-ready feasibility study stage. This experience included supervision of multiple drilling campaigns, geological interpretation, data management and project reporting. Bittar has also maintained a strong commitment to company safety policies and procedures.
Paul Marshall is a chartered accountant with a Bachelor of Law degree, and a post Graduate Diploma in Accounting and Finance. He has 30 years of professional experience having worked for Ernst and Young for 10 years, and subsequently twenty years spent in commercial roles as company secretary and CFO for a number of listed and unlisted companies mainly in the resources sector. Marshall has extensive experience in all aspects of company financial reporting, corporate regulatory and governance areas, business acquisition and disposal due diligence, capital raising and company listings and company secretarial responsibilities.
-
HIGHLIGHTS:
Cygnus Metals Limited (ASX: CY5) ("Cygnus" or the "Company") and Doré Copper Mining Corp. (TSXV: DCMC; OTCQB: DRCMF; FRA: DCM) ("Doré") are pleased to announce the successful completion of their merger, resulting in the creation of a critical minerals exploration and development company to be dual listed on the Australian Securities Exchange ("ASX") and the TSX Venture Exchange ("TSXV"), and expected to be quoted on the OTCQB. This transformative merger establishes Cygnus as a leading player in the critical minerals sector, with a strategic focus on high-grade copper and lithium assets in Quebec, Canada.
Cygnus Executive Chair David Southam said: "This merger is an exceptional opportunity to create value for both groups of shareholders. By combining the proven exploration and management skills of the Cygnus team with the high-grade resource and immense upside at the Chibougamau Copper-Gold Project, we have the potential to unlock substantial value. We have worked closely with Dore since the merger announcement to complete a targeted exploration program leading up to Christmas and expect to report results early in this quarter. We will shortly start an aggressive drilling and geophysics program focussed on achieving strong resource growth and testing new targets at a time when the world desperately wants more copper from tier-one locations".
Former Doré President & CEO Ernest Mast said: "The Doré team is delighted to work with the Cygnus team to create a critical minerals company and to maximise the value of what we know is an outstanding asset at Chibougamau. This merger will provide the funding, additional expertise and the strategy aimed at generating superior shareholder returns with an exciting exploration program at Chibougamau".
OVERVIEW
On 31 December 2024, Cygnus acquired all of the issued and outstanding common shares of Doré ("Doré Shares") by way of a Canadian statutory plan of arrangement, finalising the integration of the two companies into a unified, dual-listed critical minerals company.
Under the terms of the arrangement agreement, each former Doré shareholder is entitled to receive 1.8297 fully paid ordinary Cygnus shares ("Cygnus Shares") for each Doré Share held immediately prior to the close of the transaction ("Exchange Ratio"). In addition, holders of outstanding Doré options and warrants have been issued equivalent unquoted options in Cygnus, adjusted to the Exchange Ratio. The issued capital of Cygnus following completion of the merger is set out below.
The Cygnus Shares are quoted on the ASX and will commence trading on the TSXV under the ticker symbol "CYG" at market open on or about 3 January 2025. Cygnus has also applied for quotation on the OTCQB under the ticker symbol "CYGGF", with quotation subject to Cygnus receiving conditional and final approval of the OTC and satisfying all of the listing requirements imposed by the OTC. Cygnus will maintain its primary listing on the ASX under the ticker symbol "CY5", ensuring strong market access for investors in both Australia and North America.
It is anticipated that the Doré Shares will be delisted from the TSXV at market close on or about 2 January 2025 and will cease to be quoted on the OTCQB and FRA shortly thereafter.
All registered Doré shareholders are encouraged to complete, sign and return the letter of transmittal, which has been previously mailed and is available under Doré's SEDAR+ profile at www.sedarplus.ca, with accompanying Doré share certificate and/or DRS advice-statement(s) (if applicable) to Computershare Investor Services Inc. as soon as possible, if they have not already done so. Non-registered Doré shareholders are encouraged to contact their broker or other intermediary for instructions and assistance in receiving the Cygnus Shares to which they are entitled.
For more information on the merger, see Doré's management information circular dated 13 November 2024, filed under Doré's profile on SEDAR+ at www.sedarplus.ca on 19 November 2024.
OPPORTUNITY & STRATEGY
The completion of this merger brings together Doré's high-grade Chibougamau Copper-Gold Project in Quebec with Cygnus' James Bay Lithium Projects. Together, these assets establish the merged entity as a key contributor to the global critical minerals supply chain. The Chibougamau project boasts Measured and Indicated Mineral Resources of 3.6 million tonnes at 3.0% copper equivalent and Inferred Mineral Resources of 7.2 million tonnes at 3.8% copper equivalent. 1 Additionally, the project is supported by an existing 900,000 tonnes per annum processing facility, the only such infrastructure within a 250-kilometre radius, along with excellent access to hydropower, transportation networks, and a skilled workforce.
The strategic rationale for the merger is supported by a shared commitment to growth and value creation. The merged company will leverage the exploration and development expertise of Cygnus and Doré to expand resources at Chibougamau while advancing the lithium exploration program in James Bay. With Quebec recognised as a leading jurisdiction for critical minerals exploration, the merged entity is well-positioned to benefit from strong government and community support.
Cygnus will also benefit from enhanced access to capital markets through its dual listing on the ASX and the TSXV and expected quotation on the OTCQB, which is expected to increase liquidity and broaden its shareholder base. The recent successful A$11 million capital raising announced in October 2024, resulting in existing cash reserves of approximately A$14 million, provide a strong financial platform to fund exploration and development initiatives. The Company aims to prioritise resource growth at Chibougamau, with immediate plans for an aggressive exploration drilling campaign in 2025.
Following the completion of the merger, Cygnus will embark on a new phase of growth, focusing on integrating operations, driving exploration success, and progressing towards development milestones. Shareholders are encouraged to monitor updates on the expected TSXV and OTCQB listing and quotation, resepctively, and operational developments as the Company advances its dual strategy of copper and lithium development.
MERGED BOARD & EXECUTIVES
The newly formed Board of Directors for the merged entity has been carefully structured to ensure balanced representation and expertise from both Cygnus and Doré. The Board now comprises six members, with three directors from each of Cygnus and Doré.
David Southam, the Executive Chair of Cygnus, continues in his role as Executive Chair of the merged group, bringing extensive experience in corporate strategy, critical minerals exploration and project development. Ernest Mast, the former President and CEO of Doré, has taken on the role of President and Managing Director of Cygnus, leveraging his deep knowledge of the Chibougamau copper project, exploration, base metal processing, government and community relations, and a strong track record in copper project development. The key terms of Mr Mast's engagement are set out in Appendix B.
The remaining board positions include two non-executive directors from each company. Representing Cygnus is Kevin Tomlinson, a Canada-based director with significant experience in mining and capital markets, and Raymond Shorrocks, an Australia-based director with a strong background in corporate finance and governance. From Doré, Mario Stifano, the former Executive Chairman of Doré, and Brent Omland, a seasoned finance executive with extensive commercial experience, have joined Cygnus as non-executive directors, providing continuity and expertise in strategic oversight.
Key executives in the merged group are as follows:
ISSUED CAPITAL
Pursuant to the completion of the merger, 310,662,984 Cygnus Shares were issued to Doré shareholders. Following completion of the merger, the issued capital of Cygnus is as follows:
Quoted Securities | Total number of securities on issue |
Ordinary Fully Paid Shares (ASX:CY5) | 848,319,650 |
Unquoted Securities | Total number of securities on issue |
Performance Rights (various expiry dates) | 21,278,809 |
Share Rights (expiring 31 July 2029) | 3,513,440 |
Options (various expiry dates and exercise prices) | 25,710,210 |
EARLY WARNING REPORTING
By virtue of Cygnus' acquisition of all of the shares of Doré by way of statutory plan of arrangement, Cygnus is required to file an early warning report pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will be filed under Doré's SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report may also be obtained from Maddison Cramer, Joint Company Secretary, at +61 8 9220 9030.
This announcement has been authorised for release by the Board of Directors of Cygnus.
David Southam Executive Chair T: +61 8 6118 1627 E: info@cygnusmetals.com | Ernest Mast President & Managing Director T: 418 748 3427 E: info@cygnusmetals.com | Media: Paul Armstrong Read Corporate T: +61 8 9388 1474 |
About Cygnus Metals
Cygnus Metals Limited (ASX: CY5, TSXV: CYG) is a diversified critical minerals exploration and development company with projects in Quebec, Canada and Western Australia. The Company is dedicated to advancing its Chibougamau Copper-Gold Project in Quebec with an aggressive exploration program to drive resource growth and develop a hub-and-spoke operation model with its centralised processing facility. In addition, Cygnus has quality lithium assets with significant exploration upside in the world-class James Bay district in Quebec, and REE and base metal projects in Western Australia. The Cygnus team has a proven track record of turning exploration success into production enterprises and creating shareholder value.
Forward Looking Statements
This document contains "forward-looking information" and "forward-looking statements" which are based on the assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management of Cygnus believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as ‘expects', ‘anticipates', ‘plans', ‘believes', ‘estimates', ‘seeks', ‘intends', ‘targets', ‘projects', ‘forecasts', or negative versions thereof and other similar expressions, or future or conditional verbs such as ‘may', ‘will', ‘should', ‘would' and ‘could'. Although Cygnus and its management believe that the assumptions and expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of Cygnus to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual results of current or future exploration, changes in project parameters as plans continue to be evaluated, changes in laws, regulations and practices, the geopolitical, economic, permitting and legal climate that Cygnus operates in, as well as those factors disclosed in Cygnus' publicly filed documents. No representation or warranty is made as to the accuracy, completeness or reliability of the information, and readers should not place undue reliance on forward-looking information or rely on this document as a recommendation or forecast by Cygnus. Cygnus does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Qualified Persons and Compliance Statements
The scientific and technical information in this news release has been reviewed and approved by Ms Laurence Huss, the Quebec In-Country Manager of Cygnus, a "qualified person" as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
The Company first announced the foreign estimate of mineralisation for the Chibougamau Project on 15 October 2024. The Company confirms that the supporting information included in the announcement of 15 October 2024 continues to apply and has not materially changed. Cygnus confirms that it is not aware of any new information or data that materially affects the information included in the original announcement and that all material assumptions and technical parameters underpinning the estimates in the original announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Persons' findings are presented have not been materially modified from the original market announcement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
APPENDIX A – Chibougamau Copper-Gold Project – Foreign Estimate Disclosures as at 30 March 2022
Deposit | Category | Tonnes (k) | Cu Grade (%) | Au Grade (g/t) | Cu Metal (kt) | Au Metal (koz) | CuEq Grade (%) |
Corner Bay (2022) | Indicated | 2,700 | 2.7 | 0.3 | 71 | 22 | 2.9 |
Inferred | 5,900 | 3.4 | 0.3 | 201 | 51 | 3.6 | |
Devlin (2022) | Measured | 120 | 2.7 | 0.3 | 3 | 1 | 2.9 |
Indicated | 660 | 2.1 | 0.2 | 14 | 4 | 2.3 | |
Measured & Indicated | 780 | 2.2 | 0.2 | 17 | 5 | 2.4 | |
Inferred | 480 | 1.8 | 0.2 | 9 | 3 | 2.0 | |
Joe Mann (2022) | Inferred | 610 | 0.2 | 6.8 | 1 | 133 | 5.5 |
Cedar Bay (2018) | Indicated | 130 | 1.6 | 9.4 | 2 | 39 | 8.9 |
Inferred | 230 | 2.1 | 8.3 | 5 | 61 | 8.5 | |
Total | Measured & Indicated | 3,600 | 2.5 | 0.6 | 90 | 66 | 3.0 |
Total | Inferred | 7,200 | 3.0 | 1.1 | 216 | 248 | 3.8 |
Notes:
APPENDIX B – Key Terms of Ernest Mast's Engagement
Total Fixed Remuneration | C$300,000 per annum, plus applicable sales taxes |
Term/Notice period | Ongoing term, with either party able to terminate on 90 days' written notice. The Company may terminte the engagement without notice in certain circumstances. |
Other Short and Long Term Incentives | Subject to approval of the Company's shareholders, the Board of Directors, the TSXV, and the ASX, Mr Mast will be eligible to participate in the Company's omnibus equity incentive plan, as amended from time to time. |
Termination Benefits | Mr Mast is entitled to a bonus payment equal to 12 months' fixed remuneration in the event: (a) services are no longer required or the contract is terminated without cause, or (b) services are no longer required within 12 months of a change of control. Any unvested securities held at the effective date of termination after a change of control shall immediately vest. |
____________________
1 The Mineral Resource estimate at the Chibougamau Project is a foreign estimate prepared in accordance with CIM Standards. A competent person has not done sufficient work to classify the foreign estimate as a mineral resource in accordance with the JORC Code, and it is uncertain whether further evaluation and exploration will result in an estimate reportable under the JORC Code.
News Provided by GlobeNewswire via QuoteMedia
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
Nuvau Minerals Inc. (TSXV: NMC) (the " Company " or " Nuvau ") is pleased to announce that it has closed its previously announced non-brokered private placement (the " Offering ") pursuant to which the Company issued an aggregate 2,114,572 Flow-Through Shares (as defined herein) for aggregate gross proceeds of $1,974,236.11 .
The Offering was comprised of the issuance and sale of an aggregate (i) 1,567,485 Flow-Through Shares issued at a price of $0.90 per Flow-Through Share (the " National FT Shares ") for gross proceeds to the Company of $1,410,736.50 , and (ii) 547,087 Flow-Through Shares issued at a price of $1.03 per Flow-Through Share to certain purchasers located in or subject to tax in the Province of Québec (the " Québec FT Shares " and, together with the National FT Shares, the " Flow-Through Shares ") for gross proceeds to the Company of $563,499.61 . Each Flow-Through Share qualifies as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act ( Canada ) (the " Tax Act ") and section 359.1 of the Taxation Act (Québec) (the " Québec Tax Act "), as applicable.
The Company will use an amount equal to the gross proceeds from the Offering to incur (or be deemed to incur) eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), (ii) "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act) (collectively, the " Qualifying Expenditures "), and (iii) with respect to the gross proceeds from the issuance of Québec FT Shares, the gross proceeds will also qualify for inclusion in the "exploration base relating to certain Québec exploration expenses" within the meaning of Section 726.4.10 of the Québec Tax Act and for inclusion in the "exploration base relating to certain Québec surface mining exploration expenses" within the meaning of Section 726.4.17.2 of the Québec Tax Act. Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the Flow-Through Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2025 , and will be renounced by the Company to the initial purchasers of the Flow-Through Shares with an effective date no later than December 31, 2024 .
In connection with the Offering, the Company paid a cash fee equal to aggregate $51,809.91 to certain finders in consideration for introducing certain purchasers to the Company under the Offering.
The National FT Shares were offered in each of the provinces and territories of Canada (other than Québec) and the Québec FT Shares were offered in the province of Québec, in each case on a private placement basis to investors who are exempt from prospectus requirements, and are subject to a hold period expiring four months and one day following the closing date of the Offering in accordance with applicable Canadian securities laws. The Offering remains subject to the final approval of the TSX Venture Exchange (the " Exchange ").
Certain directors and officers of the Company subscribed for a total of 540,000 National FT Shares and 24,272 Québec FT Shares for aggregate gross proceeds of $511,000.16 . Each director and officer of the Company is considered an "insider" of the Company and, as a result, their participation under the Offering is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25% of the Company's market capitalization. The Company did not file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation of insiders therein was not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Nuvau
Nuvau is a Canadian mining company, incorporated under the OBCA, currently in the exploration and development phase. Nuvau's principal asset is its right to earn-in a 100% undivided interest from Glencore in the Matagami Property located in Abitibi region of central Québec, Canada pursuant to an amended and restated earn-in agreement dated June 28, 2024 between Nuvau and Glencore.
Cautionary Statements
This news release contains forward-looking statements and forward-looking information (collectively, " forward-looking statements ") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the proposed use of proceeds of the Offering, the Company's ability to incur Qualifying Expenditures and renounce the gross proceeds to subscribers, the Company's ability to obtain final Exchange approval for the Offering. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company and the Matagami Property. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor Nuvau undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
Further Information
All information contained in this news release with respect to the Company and Nuvau was supplied by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Nuvau Minerals Inc.
View original content: http://www.newswire.ca/en/releases/archive/December2024/30/c1837.html
News Provided by Canada Newswire via QuoteMedia
Quetzal Copper Corp. (TSXV: Q) ("Quetzal" or the "Company") is pleased to announce that it closed a first and second tranche of a previously announced non-brokered flow-through and non-flow-through private placement (the "Offering") for gross proceeds of C$1,918,425 (collectively, the "First Tranches").
Under the First Tranches, the Company issued an aggregate of 11,284,853 flow-through units at $0.17 per unit (the "FT Units"). Each FT Unit consists of one flow-through common share (the "FT Share") and one half of a warrant. The Company issued 5,672,427 warrants as part of the FT Unit issuance. Each whole warrant exercisable at $0.25 per share for 24 months from the issuance date (the "FT Warrants").
The Company paid cash finder's fees in the amount of $82,000 and issued an aggregate of 482,353 finder's warrants (the "Finder's Warrants") in connection with the First Tranches. The Finder's Warrants are non-transferable and are exercisable at $0.25 per share for 24 months from the issuance date.
The Company plans to use the funds from the FT Units to initiate its drill program at its Princeton project in British Columbia immediately. The Princeton Project has copper targets just 5 km from the active Copper Mountain Mine.
The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's Princeton and Dot projects in British Columbia, Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2024.
The securities underlying the FT Units are subject to a statutory hold period in Canada ending on the date that is four months plus one day following the issuance date.
About Quetzal Copper
Quetzal is engaged in the acquisition, exploration, and development of mineral properties in British Columbia and Mexico. The Company's principal project, Princeton Copper, is located adjacent to the Copper Mountain mine in southern British Columbia. The company currently has a portfolio of three properties located in British Columbia, Canada and one in Mexico.
Quetzal Copper Limited
Matthew Badiali, CEO
Phone: (888) 227-6821
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS
The information contained herein contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events, or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, planned exploration activities. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. Forward-looking statements in this news release include, among others, statements relating to exploration and development of the Company's properties.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company's planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known mineral reserves or resources, the limited operating history of the Company, aboriginal title and consultation issues, reliance on key management and other personnel, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, availability of third party contractors, availability of equipment and supplies, failure of equipment to operate as anticipated, accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/235400
News Provided by Newsfile via QuoteMedia
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
Nuvau Minerals Inc. (TSXV: NMC) (the " Company " or " Nuvau ") is pleased to announce the terms of a proposed non-brokered private placement of up to 2,222,222 common shares of the Company (the " Common Shares ") for aggregate gross proceeds of up to $2,000,000 (the " Offering "). The Offering will include the issuance of any combination of Common Shares issued at a price of $0.90 per Common Share (the " National FT Shares ") andor Common Shares issued at a price of $1.03 per Common Share to certain purchasers located in or subject to tax in the Province of Québec (the " Québec FT Shares " and, together with the National FT Shares, the " Flow-Through Shares "). Each Flow-Through Share will qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act ( Canada ) (the " Tax Act ") and section 359.1 of the Taxation Act (Québec) (the " Québec Tax Act "), as applicable.
The Company will use an amount equal to the gross proceeds from the Offering to incur (or be deemed to incur) eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), (ii) "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act) (collectively, the " Qualifying Expenditures "), and (iii) with respect to the gross proceeds from the issuance of Québec FT Shares, the gross proceeds will also qualify for inclusion in the "exploration base relating to certain Québec exploration expenses" within the meaning of Section 726.4.10 of the Québec Tax Act and for inclusion in the "exploration base relating to certain Québec surface mining exploration expenses" within the meaning of Section 726.4.17.2 of the Québec Tax Act. Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the Flow-Through Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2025 , and will be renounced by the Company to the initial purchasers of the Flow-Through Shares with an effective date no later than December 31, 2024 .
The National FT Shares will be offered in each of the provinces and territories of Canada (other than Québec) and the Québec FT Shares will be offered in the province of Québec, in each case on a private placement basis to investors who are exempt from prospectus requirements, and will be subject to a hold period of four months and one day following the date of issue in accordance with applicable securities laws in Canada .
The Offering remains subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the conditional approval of the TSX Venture Exchange (the " Exchange "). The Offering is expected to close on or about December 30, 2024 .
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Nuvau
Nuvau is a Canadian mining company, incorporated under the OBCA, currently in the exploration and development phase. Nuvau's principal asset is its right to earn-in a 100% undivided interest from Glencore in the Matagami Property located in Abitibi region of central Québec, Canada pursuant to an amended and restated earn-in agreement dated June 28, 2024 between Nuvau and Glencore.
Cautionary Statements
This news release contains forward-looking statements and forward-looking information (collectively, " forward-looking statements ") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the timing and ability of the Company to close the Offering on the terms announced, the proposed use of proceeds of the Offering, the Company's ability to incur Qualifying Expenditures and renounce the gross proceeds to subscribers, the Company's ability to obtain exchange approval for the Offering. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company and the Matagami Property. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor Nuvau undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
Further Information
All information contained in this news release with respect to the Company and Nuvau was supplied by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Nuvau Minerals Inc.
View original content: http://www.newswire.ca/en/releases/archive/December2024/23/c7670.html
News Provided by Canada Newswire via QuoteMedia
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
TSXV - FPC
Falco Resources Ltd. (TSXV: FPC) (" Falco " or the " Corporation ") is pleased to announce the closing of its previously announced "best efforts" brokered private placement (the " Offering ") with Cantor Fitzgerald Canada Corporation, acting as sole agent and sole bookrunner (the " Agent "). Pursuant to the Offering, Falco has issued an aggregate of 24,000,000 units of the Corporation (the " Units ") at a price of C$0.25 per Unit, for aggregate gross proceeds of C$6,000,000 .
Each Unit consists of one common share (each, a " Common Share ") of the Corporation and one common share purchase warrant (each, a " Warrant "). Each Warrant is exercisable to acquire one Common Share at a price of C$0.35 at any time on or before that date which is 60 months after the closing date of the Offering.
The Corporation intends to use the net proceeds from the sale of Units for the advancement of the Horne 5 Project and for working capital and general corporate purposes.
In connection with the closing of the Offering, the Corporation paid the Agent a cash commission totaling C$324,000 and has issued the Agent 1,152,000 non-transferrable compensation warrants (each, a " Broker Warrant "). Each Broker Warrant entitles the Agent to purchase one Common Share of the Corporation at an exercise price of C$0.25 per Broker Warrant at any time for a term of 24 months following the date of issuance.
All Common Shares and Warrants issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of issuance of such securities under applicable securities laws in Canada .
A related party of the Corporation subscribed for 1,790,000 Units under the Offering. A transaction with a related party of the Corporation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Corporation is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such related party participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Corporation's market capitalization. The Corporation did not file a material change report 21 days prior to closing of the Offering, as the related party's participation had not been confirmed at that time and the Company wished to close the transaction as soon as practicable for sound business reasons.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp. is Falco's largest shareholder owning a 16% interest in the Corporation.
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 press release .
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable Canadian securities laws, which may include, but is not limited to, statements with respect to anticipated business plans or strategies. Statements, other than statements of historical facts, may be forward-looking statements. Often, but not always, forward-looking statements can be identified by words such as "plans", "expects", "seeks", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Without limiting the generality of the foregoing statements, the proposed use of the proceeds of the Offering is a forward-looking statement. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual plans, results, performance or achievements of Falco to differ materially from any future plans, results, performance or achievements expressed or implied by the forward-looking statements. These risk and uncertainties include, but are not limited to, the risk factors set out in Falco's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca , as well as all assumptions regarding the foregoing. Although Falco believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by applicable law, Falco disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE Falco Resources Ltd.
View original content: http://www.newswire.ca/en/releases/archive/December2024/20/c9019.html
News Provided by Canada Newswire via QuoteMedia
Investing News Network websites or approved third-party tools use cookies. Please refer to the cookie policy for collected data, privacy and GDPR compliance. By continuing to browse the site, you agree to our use of cookies.