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Hertz Lithium Inc. (CSE: HZ) (FSE: QE2) (the "Company" or "Hertz") is pleased to announce that it has entered into a share exchange agreement (the "Definitive Agreement") among the Company, Canuck Lithium Corp. ("Canuck"), and the shareholders of Canuck (the "Canuck Shareholders"), pursuant to which the Company will acquire 100% of the issued and outstanding common shares in the capital of Canuck (the "Proposed Transaction").
About Canuck
Canuck owns 100% of the ACDC Project, located in the emerging world class hard rock lithium district in James Bay, Quebec, Canada. There are approximately 135 historical references to pegmatite outcrops that have never been evaluated or sampled for their lithium potential on the Property according to the Quebec Government's SIGEOM Database (Figure 4).
Canuck is a Quebec-based mineral exploration company primarily engaged in the acquisition an exploration of mineral properties. Canuck's flagship lithium exploration project is known as the AC/DC Project encompassing 516 contiguous mineral claims spanning 265 square kilometers, located contiguous to Rio Tinto's optioned Kaanaayaa Lithium Project (Figure 1) as well as 26 km southeast of the Corvette Lithium Project owned by Patriot Battery Metals with an inferred mineral resource of 109.2 Mt at 1.4% Li2O¹ and 60 km west of Winsome Resources' Adina Lithium property (Figure 2). The rapidly growing James Bay lithium district also hosts Nemaska's Whabouchi Project, with a Mineral Resource of 36.6 Mt at 1.3% Li2O², and a proposed mine life of 33 years. Additionally, Alkem's James Bay Lithium Project has a Mineral Resource of 40.3 Mt at 1.4% Li2O and is proposed to produce an average of 321 Kt of spodumene concentrate per year over a 19-year mine life³.
The Northern and Central part of the AC/DC Project is located within the Rouget Formation, a volcanic belt that comprises amphibolites derived from mafic to intermediate lava, metamorphosed felsic volcanics, and iron formation rocks.
The Southern part of the AC/DC Project is on the Corvette Formation, containing a sequence of volcano-sedimentary rocks, that is separated from the Laguiche Complex of the Opinaca sub-province and the Marbot Formation of the La Grande sub-province occurring in the Quentin Shear Zone.
The amphibolite (metavolcanic) units from the Guyer Group, which hosts several lithium projects including Cancet and CV5 has similar lithological characteristics to that of Rouget Formation, which underlies the northern portion of the AC/DC Project and the Corvette Formation, which covers portions of the southwest corner of the AC/DC Project. Canuck considers that given the similarities in geological settings and proximity to known lithium-bearing pegmatites in the region, the AC/DC Project may have a high potential of hosting spodumene-bearing pegmatites.
Work Completed on AC/DC Project in 2023:
Canuck recently completed remote sensing satellite studies using hyperspectral, and synthetic aperture radar (SAR) data over the AC/DC Project. Through machine learning and deep sensor algorithms are applied to the 10m resolution hyperspectral and ground penetrating satellite data sets. This propriety mathematical algorithms are designed to detect lithium-bearing pegmatites, using a hyperspectral signatures (finger printing) method and has highlighted twelve (12) new high priority lithium targets on the AC/DC Project which are subjected to ground truth verification.
Ranked targets (Figure 5) are based on hyperspectral signatures, lithium mineralogy target areas, linear to sub-linear dyke-like feature count, proximity to Vieux Comptoir Intrusive rocks, and proximity to Greenstone host lithologies to provide an overall factored score and ranking. Additional follow-up targeting and ground truth fieldwork studies to include qualitative assessment of individual target areas identified as dyke-like structures for further demarcating extent of individual targets and develop field exploration activities.
Based on the results of the remote sensing data analysis and deep sensor radar algorithms identified twelve (12) anomalous target areas and numerous smaller secondary sets of targets.
Strike length of several major targets areas ranges from 1 to 15 km in length and 100 to 1,000 m in width and are generally oriented in a northeasterly-trending direction.
Each of the major anomalous targets contain numerous dyke-like structures also correlated from high resolution orthophotography images. Individual dyke-like linear to sub-linear structures range in length between 20 - 500 m or greater, often occur in clusters within anomalous zones and appears to be oriented in north easterly direction, similar to known pegmatite structures in the area.
The individual dyke-like structures identified on radar data sets are often coincident with typical hyperspectral signature falling within the wavelength range of lithium bearing minerals possibly indicating spodumene, lepidolite and other minerals. Further, targets delineated by the radar and hyperspectral algorithms appear to be associated with topographical highs also expressed within the digital elevation model established over the AC/DC Project.
The predominance of the dyke-like structures at target areas 2, 5, 9, 11, and 12 are located in close proximity to the prospective greenstone belt host rock and Vieux Comptoir Granitic Suite along the narrow greenstone belt trend located on the AC/DC Project (Figure 6).
Hertz Lithium Exploration Plans: Engaged Dahrouge Geological Consulting Ltd.
Following the completion of the Proposed Transaction, the Company intends to engage Dahrouge Geological Consulting Ltd. to follow up on refining priority targets through ground truth investigations along with an aerial Light Detection and Ranging (LiDAR) Survey (the "Survey") and high-resolution ortho imagery for an enhanced understanding of the AC/DC Project's lithology and further confirmation of the priority targets prior to undertaking ground exploration programs. The Survey is designed to produce a sub-metric scale topographic model of the ground surface and high-resolution imagery with less than 20 cm pixel resolution. Pegmatite structures occur as elongated bodies, often relatively more resistant to erosion than their surrounding wall-rock and can form subtle elongated ridge like features. These discrete topographic highs and other geological features of interest can be identified through analysis of the high-resolution remote sensing datasets even in areas of thick vegetation.
Phase 2 will focus on fieldwork on areas in the southwest, central, and northern portions of the AC/DC Project underlain by the greenstone belts of the Rouget and Corvette formations. Based on occurrence of the amphibolite units derived from metavolcanic rocks covering these target areas and as a regional phenomenon the lithium-bearing pegmatite dykes in the area of James Bay that are typically found in or at contact zones with metavolcanic or metasediment units.
As confirmed by the remote sensing investigations, as described above, the northern portion of the AC/DC Project underlain by the Rouget Formation provided the most likely occurrence of prospective pegmatite outcrops. However, these proprietary satellite algorithm results are to be verified through ground truth investigations. The surface exploration program would include outcrop mapping, focusing on pegmatite identification, description, prospecting, and rock sampling, as well as detailed channel sampling of any lithium pegmatites identified.
Figure 1: AC/DC Lithium Project and adjacent project optioned to Rio Tinto.
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Figure 2: Regional map showing the location of the AC/DC Lithium Project in the James Bay Area, Quebec.
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Figure 3: Regional map showing the location of the AC/DC Lithium Project in Quebec.
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Figure 4: Mineralized Zones and Pegmatite (I1G) Observations.
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Figure 5: Spectral Response indicating possible pegmatite mineralogy over defined target areas and individually identified dyke-like structures at the AC/DC Project in James Bay, Quebec.
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Figure 6: James Bay Regional Geology over defined target areas and individually identified dyke-like structures at the AC/DC and La Fleur Properties, James Bay, Quebec.
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¹ Patriot Battery Metals' website: https://patriotbatterymetals.com/portfolio/corvette/
² Nemaska Lithium NI 43-101 Technical Report: Report on the Estimate to Complete for the Whabouchi Lithium Mine and Shawinigan Electrochemical Plant, May 31, 2019
³ Galaxy Lithium Preliminary Economic Assessment, NI 43-101 Technical Report: James Bay Lithium Project Ontario, Canada, March 15, 2021
Transaction Details
Pursuant to the terms of the Definitive Agreement, as consideration for the acquisition of 100% of the issued and outstanding common shares of Canuck the Company will issue an aggregate of 23,150,001 common shares in the capital of the Company (the "Consideration Shares") pro rata to the Canuck Shareholders. All securities issued in the Proposed Transaction will be issued under prospectus exemptions pursuant to National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators and may be subject to an applicable statutory hold period along with any escrow restrictions imposed under applicable securities laws.
The Proposed Transaction remains subject to certain closing conditions including, without limitation, (a) the receipt by the Company of all necessary consents and approvals, (b) the completion of customary due diligence, (c) each party's representations and warranties in the Definitive Agreement being true and correct in all respects as of the Closing Date, and (d) each party completing its covenants and obligations as contained in the Definitive Agreement. There can be no guarantee that the Proposed Transaction will be completed as contemplated or at all.
Kal Malhi, CEO, states, "With this acquisition of a 100% interest in the district scale ACDC project in the center of a world class hard rock lithium district known as James Bay in Quebec, Canada, Hertz now holds three prospective lithium projects in North and South America. These projects include: the Lucky Mica Project in Arizona, the Patriota Lithium Project in Brazil, and the ACDC Lithium Project. With the addition of our very exciting patent-pending lithium extraction technology being developed in partnership with Penn State University, we believe this truly makes Hertz a diversified investment opportunity within the lithium supply chain."
The technical content of this news release has been reviewed and approved by François Gagnon, P. Geo., Senior Exploration Geologist for Dahrouge Geological Consulting Ltd., and a Qualified Person under National Instrument 43-101 - Standard of Disclosure for Mineral Projects.
About Hertz Lithium Inc.
The Company is a British Columbia based mineral exploration company primarily engaged in the acquisition and exploration of mineral properties. The Company's lithium exploration projects include, the Lucky Mica Project, is located along the Arizona Pegmatite Belt in the Maricopa County of Arizona, USA and the Patriota Lithium Project, located along the Eastern Brazilian Pegmatite Province, in Brazil. The Company is also working with Penn State University's College of Earth and Mineral Science department to develop a novel patent-pending hard rock lithium extraction technology.
For further information, please contact Mr. Kal Malhi or view the Company's filings at sedarplus.ca.
On Behalf of the Board of Directors
Kal Malhi
Chief Executive Officer and Director
Phone: 604-805-4602
Email: kal@bullruncapital.ca
The CSE has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Statement Regarding "Forward-Looking" Information
All information contained in this news release with respect to the Company and Canuck was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on Canuck for any information concerning Canuck.
Completion of the Proposed Transaction is subject to a number of conditions precedent. The Proposed Transaction cannot close until all such conditions are satisfied. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release includes statements related to the Proposed Transaction and related matters. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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