Precious Metals

(TheNewswire)



Toronto, Ontario - TheNewswire May 21, 2021 Canstar Resources Inc. (TSXV:ROX ) & ( OTC:CSRNF) (" Canstar" or the "Company ") is pleased to announce that it has completed its previously announced non-brokered private placement, consisting of the sale of 13,157,895 units (each a "Unit") at a price of $0.19 per Unit for aggregate gross proceeds of $2,500,000.05 (the "Offering"). Each Unit consists of one common share in the equity of the Company (each, a "Common Share") and one share purchase warrant (each, a "Warrant").  Each Warrant will entitle the subscriber to purchase one additional Common Share at a price of $0.25 until the second (2nd) anniversary of the closing date of the Offering (the "Expiry Date").

Mr. Eric Sprott through 2176423 Ontario Ltd. ("2176423"), a corporation which is beneficially owned by him, acquired 10,527,000 Units pursuant to the Offering. As a result, Mr. Sprott beneficially owns and controls 10,527,000 Shares of the Company and 10,527,000 Warrants representing 12.3% of the issued and outstanding Common Shares on a non-diluted basis, and 21.9% on a partially diluted basis, assuming the exercise of Mr. Sprott's share purchase warrants.  Prior to the closing of the Offering, Mr. Sprott did not beneficially own or control any securities of the Company.  Mr.  Sprott has signed an undertaking not to exercise his warrants until such time as the Company can obtain disinterested shareholder approval of the creation of a new control person, which is required once Mr.  Sprott passes the 20% ownership threshold.  The Company has agreed to hold a shareholders' special meeting on or before November 30, 2021, at which time such approval will be sought.

The Units were acquired by Mr. Sprott, through 2176423, for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of 2176423's early warning report will appear on the Company's profile on SEDAR and may also be obtained by calling 416-945-3294 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).

Rob Bruggeman, President & CEO of Canstar, commented: "We welcome Mr. Sprott as a significant shareholder of Canstar.  Mr. Sprott's investment is a strong endorsement of Canstar's technical team and the exploration potential on its Golden Baie Project in southern Newfoundland."

The proceeds from the Offering will be used for exploration on the Company's Golden Baie Project and other mineral exploration properties in Newfoundland and general working capital purposes.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities. All securities issued and issuable in connection with the closing of the Offering are subject to a four-month-and one-day statutory hold period in accordance with applicable securities laws.

Certain directors, officers, and other insiders (collectively, the "Insiders") of Canstar subscribed in the Offering for an aggregate of 913,895 Units and the participation of the Insiders in the Offering 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 Company is relying on an exemption from the  formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a), as the fair market value of the officers' and directors' participation is not more than 25% of the Company's market capitalization.

The securities offered in the Offering 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons, absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell or the solicitation of any offer to buy securities in the United States, nor in any other jurisdiction.

About Canstar Resources Inc.

Canstar is focused on the discovery and development of economic mineral deposits in Newfoundland and Labrador, Canada. Canstar has an option to acquire a 100% interest in the Golden Baie Project, a large claim package (over 62,175 hectares) with recently discovered, multiple outcropping gold occurrences on a major structural trend in south-central Newfoundland. The Company also holds the Buchans-Mary March project and other mineral exploration properties in Newfoundland. Canstar is based in Toronto, Canada, and is listed on the TSXV under the symbol ROX and trades on the OTCPK under the symbol CSRNF.

For further information, please contact:

Rob Bruggeman P.Eng., CFA

President & CEO

Email: rob@canstarresources.com

Phone: 1-416-884-3556

www.canstarresources.com

Forward-Looking Statements

Neither 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.

This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions, as well as the anticipated size of the Offering, the Offering price, the anticipated closing date and the completion of the Offering, the anticipated use of the net proceeds from the Offering and the receipt of all necessary approvals. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, an inability to complete the Offering on the terms or on the timeline as announced or at all, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies 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. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

NOT FOR DISTRIBUTION IN THE U.S. OR DISSEMINATION THROUGH U.S. NEWSWIRE SERVICES

Copyright (c) 2021 TheNewswire - All rights reserved.

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Canstar Resources

Canstar Resources

Overview

Newfoundland is becoming known for more than just beautiful scenery, ocean-fresh seafood and its strategic importance in defense, transportation and communications as Canada’s easternmost province. Hundreds of millions of years ago, the area where Newfoundland is now located was host to crustal-scale tectonic activity that primed the geological terrain for orogenic style, high-grade gold mineralization.

Compared to other gold belts in Canada, Newfoundland had been relatively underexplored due to a lack of understanding of the controls on high grade gold mineralization.

In recent years, however, this has changed. With the recognition of high-grade gold mineralization along major fault structures identified in other companies’ recent drill programs, Newfoundland is becoming one of the world’s most exciting areas for new gold discoveries. With excellent infrastructure, good road access, and a skilled workforce in a safe jurisdiction with straightforward permitting processes, Newfoundland is experiencing revitalized interest in gold exploration and mining.

Canstar Resources (TSXV:ROX,OTCQB:CSRNF) is a Canadian exploration company with two district-scale mineral exploration projects on the island of Newfoundland. The resurgence of gold exploration in the province and a company market cap of approximately C$21 million primes Canstar for tremendous upside potential for investors based on its district scale property holdings in Newfoundland.

In September 2020, Canstar Resources partnered with mining heavyweight Altius Minerals (TSX:ALS,OTCQX:ATUSF) on an option agreement to acquire 100 percent interest in 61,150 hectares of Golden Baie claims. Altius is a half-billion-dollar base metals royalty company with extensive project generation experience in Newfoundland, so this strategic relationship gives Canstar access to Altius’ technical team and adds a lot of market credibility.

With over 20 high-grade gold occurrences along 30 kilometers of strike on the company’s 620 km2 Golden Baie property, Canstar has the potential of soon mimicking the exploration successes of New Found Gold Corp (TSXV:NFG), which is in the same gold belt and currently has a market cap of C$550 million. In 2019, New Found Gold reported drill results that included 92.9 g/t gold over 19 meters in a geological setting that is very similar to that found at Golden Baie.

Canstar’s primary focus is on its flagship Golden Baie gold project situated in southcentral Newfoundland. With very limited historical drilling on the massive claim package, Canstar has an abundance of opportunity to make new discoveries at Golden Baie. This project has already shown notable visible gold occurrences, including one grab sample that assayed 4,485 grams per tonne (g/t) gold. In addition, the company owns the Buchans-Mary March and Daniel’s Harbour projects in Newfoundland, which both demonstrate the potential for high-grade base metal and precious metal mineralization in the vicinity of historical high-grade mines.

Canstar has likened the Golden Baie property’s geological structure and style of gold mineralization to other world-class orogenic gold deposits, such as Kirkland Lake Gold’s Fosterville deposit in Australia. In both cases, visible gold is found as disseminated fine specks within quartz veins and spatially associated with antimony mineralization in the form of stibnite. However, such visible gold mineralization has been found at surface on the Golden Baie project while it was not found until a depth of 800 meters at Fosterville.

Less than 10,000 meters of drilling has been done historically on the Golden Baie project, with most of that being shallow drilling done in the 1980s along a small portion of the 95 kilometers of potential strike on the property. In other words, Golden Baie has tremendous discovery potential, both along strike and at depth. Much of the property has seen little or no exploration and even a short exploration program conducted by the company in 2020 has already demonstrated the potential for new discoveries.

In December 2020, the company announced new assay results confirming high-grade gold mineralization at the Blow Out target on the Golden Baie property, located to the north of the Kendell Showing where visible gold was discovered in 2019. New grab samples from the Blow Out target contained grades up to 36.14 g/t gold and expanded the Blow Out target from 325 meters to a potential strike length of approximately 1 kilometer.

Visible gold in quartz from the Golden Baie Kendell Showing

In late December 2020, Canstar announced the closing of a C$1.3 million flow-through financing. The company intends to use this financing to incur Canadian exploration expenses in 2021 that will include drilling on multiple gold targets on the Golden Baie project.

The Canstar Resources’ management team and board of directors are seasoned veterans of the Canadian exploration sector with a history of success. Directors include Dr. David Palmer who was key in the success of Probe Mines, which was acquired by Goldcorp in 2015 for $526 million. The company’s recently hired CEO, Robert Bruggeman, played a key role in the turnaround and recapitalization of AbraPlata Resource Corp. (TSXV:ABRA), increasing the market cap from $5 million in 2019 to over $200 million today. Canstar has a good ownership structure with management and insiders controlling approximately half of the shares.

Company Highlights

  • Canstar Resources is a mineral exploration and development company focused on district-scale mineral properties in Newfoundland, Canada.
  • In September 2020, Canstar Resources partnered with Newfoundland-based Altius Minerals on an option agreement to acquire a 100 percent interest in approximately 62,000 hectares of Golden Baie claims. This strategic partnership solidly positions Canstar for shareholder value growth at a time when gold prices are rising and gold exploration in Newfoundland is seeing a resurgence.
  • The company’s flagship Golden Baie project has widespread high-grade gold mineralization on over 30 kilometers of strike length, with much of the property yet to be explored. Gold grades discovered in the past year have been as high as 4,485 g/t gold in grab samples.
  • The company currently has a market cap of C$21 million, with almost half of shares presently held by insiders and management.
  • In November 2020, the company announced completion of phase one field exploration of its Golden Baie project and the identification of new gold mineralization zones. Float samples assayed up to 33 g/t gold, with additional assay results still to be announced. The company is excited about the larger exploration program planned for 2021, which will include the drilling of multiple gold targets.

Key Projects

Golden Baie Gold Project

Canstar has option agreements to acquire 100% of the Golden Baie land package, which covers over 62,000 hectares along a major gold-bearing structure. With limited exploration and known high-grade mineralization in many areas that have seen historic exploration work, this flagship gold exploration project demonstrates a tremendous opportunity for new discovery.

Located within the Coast of Bays region of south-central Newfoundland, the Golden Baie project site is well positioned with good access, straight forward permitting, and prospectivity for high-grade orogenic gold mineralization dating back to the crustal scale tectonic activity that created the island of Newfoundland.

The past year’s exploration program highlighted samples grading up to 4,485 g/t gold, with many float samples running grades of 30 g/t gold. The orogenic gold mineralization includes disseminated gold in the form of specks within its broad quartz veins, in association with other minerals like antimony. These characteristics are remarkably similar to the mineralization found at New Found Gold’s Queensway project, located to the north in Newfoundland, and also in the high-grade Swan zone at Kirkland Lake Gold’s Fosterville deposit in Australia.

2021 will be a big year for the Golden Baie project. The company intends to conduct the first systematic exploration program on the property in decades. The planned exploration program will include broad exploration using soil sampling and geophysics to identify new targets, plus detailed exploration and drilling of the property’s multiple known gold targets.

Buchans-Mary March Project

The Buchans-Mary March project sits within the same geographical group that hosts the past-producing Buchans mine in Newfoundland. Mineral deposits in this region have historically ranked as some of the world’s highest grade polymetallic VMS deposits, including zinc, iron, copper, gold and silver. With limited exploration compared to other VMS projects, Canstar has a large and attractive land position with this key project.

The property spans approximately 23,000 hectares, 92 stake claims and several patented lots and licenses.

In 2020, Canstar examined core samples and mapping that revealed a high-grade copper-gold occurrence near the historic Mary March discovery hole from the previous year. At near-surface level, approximately 12.2 g/t gold, 660 g/t silver and 16.8 percent zinc were discovered in one drill hole. These noteworthy figures have received attention from investors as Canstar continues to explore more of this prospective property.

Daniel’s Harbour Project

This project was acquired through RTO transactions with Altius Minerals (TSXV: ADZN) in August 2018. The land package comprises 100 percent interest in two licenses containing 360 claims, and it spans approximately 9,000 hectares. The project site is also advantageously positioned directly next to the past-producing Daniel’s Harbour zinc mine.

Limited exploration on this property presents Canstar Resources with tremendous opportunity for the discovery of Mississippi Valley-type (MVT) mineralization with structural and stratigraphic controls.

Hermitage Property

The Hermitage property is comprised of three map-staked licenses containing 607 claims covering 15,175 hectares (151.75 km 2 ) contiguous with the Company's Golden Baie project and expanding its total claims in the area to 77,350 hectares (774 km 2 ).

Canstar optioned the Golden Baie project claims due to their proximity to the Day Cove Thrust, the tectonic boundary between the Gander and Dunnage (Exploits subzone) tectonostratigraphic zones. The Baie d'Espoir volcanic and metasedimentary rocks to the west of the DCT host extensive gold anomalies at surface that strike parallel to the DCT.

According to Matthieu Lapointe, VP Exploration of Canstar, the Golden Baie project has tremendous potential for orogenic gold discoveries, based on the extent of anomalous gold in rock samples collected and our initial drill program.

Canstar purchased the Heritage claims from Altius Resources Inc., a wholly owned subsidiary of Altius Minerals Corporation (TSX: ALS). The acquisition agreement grants Canstar 100 percent interest in the Hermitage Property, subject to the retention by Altius of a 2.0 percent net smelter return royalty from all commercial production.

Management Team

Robert Bruggeman, P. Eng, CFA - President, CEO & Director

Robert Bruggeman has over 20 years of experience in corporate development, equity research and institutional sales and trading. He has a deep understanding of Canadian equity markets and the mining sector, having worked as a sell-side research analyst, desk analyst on the proprietary trading desk at TD Securities and head of the sales and trading desk at a boutique brokerage firm in Toronto. Bruggeman is also Chairman of the Board of AbraPlata Resource Corp., a TSX-Venture listed company focused on silver-gold exploration in Argentina. Bruggeman is a licensed Professional Engineer (Ontario) and a CFA charter holder.

Sam Leung, P. Eng. - Director

Sam Leung is a mining professional with 15 years of international mining sector experience in due diligence, mergers and acquisitions and strategic evaluation of projects and operations. Since its IPO in 2017, Leung has been Vice President of Corporate Development for Adventus Mining Corporation. Leung is also a non-executive director of AbraPlata Resource Corp. Before Adventus, Leung was Director of Corporate Development at Lundin Mining Corporation. Here, he was a member of a small team that executed several successful transactions valued at over US$3.7 billion. Leung was also responsible for joint-venture related activities with Freeport-McMoran Inc. in Africa and Europe and strategic assignments at Lundin Mining’s operations in Europe and the Americas.

Before Lundin Mining, Leung served a global range of mining, financial and governmental clients as a due diligence and strategy consultant for Hatch Ltd.’s advisory practice based in London and Toronto. Leung began his career as a metallurgist and is a licensed professional engineer (Canada). Leung has a B.A.Sc. degree in Engineering Chemistry from Queen’s University at Kingston, Canada, with first-class honors.

David Palmer, Ph.D., P.Geo - Director

Dr. David Palmer has over 25 years of management, technical and exploration experience in the Canadian and international mining industry. Dr. Palmer was the President and CEO of Probe Mines from 2003 to 2015. He led his team to two successful significant mineral discoveries, including the multimillion ounce Borden Gold deposit, and he led the sale of the company to Goldcorp Inc. in 2015. As recognition of his team’s accomplishments at Probe Mines, he was the recipient of numerous awards, including the PDAC’s Bill Dennis Prospector of the Year (2015) and Northern Miner’s Mining Person of the Year (2014). Dr. Palmer holds a B.Sc. (Geology) degree from St. Francis Xavier University, M.Sc. and Ph.D. (Economic Geology) degrees from McGill University. He is a member of the Association of Professional Geoscientists of Ontario.

Dennis H. Peterson, LLB, Director - Non-Executive Chairman

A director of Probe Mines Limited from 2001 until its acquisition by Goldcorp in 2015, Peterson has 25 years of experience as a corporate securities lawyer specializing in corporate finance matters for small-cap companies. Most of Peterson’s practice focuses on junior natural resource companies. He has extensive experience with all aspects of prospectus financing, private placements and mergers and acquisitions in the junior public markets. Companies he has worked with are listed on the Toronto Stock Exchange and the TSX Venture Exchange.

T. Patrick Reid - Director

Patrick Reid is a long-term member of the Ontario Mining Association, serving as Executive Director and recently retired as its President and CEO. From 1967 to 1984, Reid served as the MPP for the riding of Rainy River, Ontario, and he held various senior positions both within government and opposition. He was awarded the CIMM fellowship in 2001 for his outstanding contribution to the Canadian mining industry and the CIMM.

John E. Hurley, CPA, CA - CFO

John E. Hurley, as one of the founding partners of McGovern, Hurley, Cunningham LLP, Toronto in 1980, worked on the initial TSX public offerings of such resource companies as Pangea Goldfields Inc. (acquired by Barrick Gold Corporation), Aurelian Resources Inc. (acquired by Kinross Gold Corporation), Detour Gold Corporation, Fronteer Gold Inc. and Labrador Iron Mines Holdings Limited, to name a few. Hurley graduated from Ryerson Polytechnical Institute (now Ryerson University) in Business Administration with a finance and accounting major. Hurley obtained his US CPA from the University of Illinois and his Canadian CA from the Ontario Institute of Chartered Accountants while articling with Price Waterhouse Co. in Toronto. Hurley retired from public practice in 2010.

Matthieu Lapointe, P.Geo - Vice President, Exploration

Matt Lapointe has over 15 years of greenfield and brownfield precious metal exploration throughout Canada and internationally. Most recently Mr. Lapointe was VP Exploration at Labrador Gold Corp., where he led the team that discovered the Big Vein on the Kingsway property in Newfoundland. Mr. Lapointe’s previous experience includes being Chief Geologist at TMAC Resources (“TMAC”), Senior Project Geologist at IAMGOLD, and Geologist at Sabina Gold & Silver. At TMAC, Mr. Lapointe developed exploration strategy and managed regional exploration of the 1,600 km 2 Hope Bay Project in Nunavut, including brownfield targeting at the active Doris gold mine and two advanced stage gold deposits.

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B2Gold Announces Voting Results from its 2022 Annual General and Special Meeting

B2Gold Corp. (TSX: BTO) (NYSE AMERICAN: BTG) (NSX: B2G) ("B2Gold" or the "Company") is pleased to announce the voting results from its Annual General and Special Meeting of Shareholders (the "Meeting") held on Wednesday, June 22, 2022 . A total of 812,572,340 common shares were voted at the Meeting, representing 76.59% of the votes attached to all outstanding common shares.

B2Gold logo (CNW Group/B2Gold Corp.)

Shareholders voted overwhelmingly in favour of all items of business before the Meeting. The nine director nominees listed in B2Gold's Management Information Circular ("the "Circular") dated May 11, 2022, were elected as directors of B2Gold to hold office for the ensuing year or until their successors are elected or appointed. Detailed results of the vote for each director are set out below:

Name

Total Votes
in Favour

Total Votes
Withheld

Outcome of
Vote

Clive Johnson

736,151,813

96.09 %

29,915,129

3.91 %

Approved

Robert Cross

709,667,695

92.64 %

56,399,248

7.36 %

Approved

Robert Gayton

700,910,563

91.49 %

65,156,380

8.51 %

Approved

Jerry Korpan

719,751,227

93.95 %

46,315,715

6.05 %

Approved

Bongani Mtshisi

762,480,309

99.53 %

3,586,634

0.47 %

Approved

Kevin Bullock

763,103,938

99.61 %

2,963,005

0.39 %

Approved

George Johnson

763,543,292

99.67 %

2,523,650

0.33 %

Approved

Robin Weisman

692,770,896

90.43 %

73,296,046

9.57 %

Approved

Liane Kelly

723,856,744

94.49 %

42,210,199

5.51 %

Approved

The resolutions to set the number of directors of the Company at nine and to appoint PricewaterhouseCoopers LLP as auditor of the Company were approved with 99.65% and 99.47%, respectively, of votes cast in favour.

The resolution regarding the Advisory Vote on Company's approach to Executive Compensation was approved with 80.36% of votes cast in favour.

A report on all items of business voted on at the Meeting will be filed on SEDAR at www.sedar.com .

Webcast/Dial-in Playback Details

A playback of the Meeting will be available until Wednesday, July 6, 2022 , on B2Gold's events page or by dialing +1 416-764-8677 (local – Toronto) or +1 888-390-0541 (toll free – North America) (passcode 420261#).

About B2Gold Corp.

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada . Founded in 2007, today, B2Gold has operating gold mines in Mali , Namibia and the Philippines and numerous exploration and development projects in various countries including Mali , Colombia , Finland and Uzbekistan .

On Behalf of B2GOLD CORP.
"Clive T. Johnson"
President & Chief Executive Officer

For more information on B2Gold, please visit the Company's website at www.b2gold.com or contact:

Randall Chatwin
SVP, Legal & Corporate Communications

+1 604-681-8371

rchatwin @ b2gold.com

Cherry DeGeer
Director, Corporate Communications
+1 604-681-8371
cdegeer@b2gold.com

The Toronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information contained in this news release.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/b2gold-announces-voting-results-from-its-2022-annual-general-and-special-meeting-301573625.html

SOURCE B2Gold Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2022/22/c4774.html

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