Optimum Ventures Ltd. ("Optimum" or the "Company") (TSXV:OPV), is pleased to announce that the Company has entered into a share exchange agreement dated November 24, 2022 (the " Agreement ") with all of the shareholders of 1309762 B.C. Ltd. (the " Vendor "), a privately held corporation incorporated under the laws of British Columbia, pursuant to which the Company has agreed to acquire all of the issued and outstanding common shares from the shareholders of Vendor in exchange for 3,000,000 common shares of the Company (" Optimum Shares ") subject to the terms and conditions set out in the Agreement (the " Transaction ") and the approval of the TSX Venture Exchange (the " TSXV ").
The Vendor owns 19 contiguous mining claims forming the Salmon Property covering approximately 208 hectares in the Hyder Mining District situated in southeastern Alaska, along the panhandle, immediately east of the Salmon River. The property is well located near infrastructures such as an all-weather road, a town, and a power-line as well as docks at tidewater. As at May 31, 2022 the Vendor had cash of $319,000.
Andrew Bowering, Chairman and Director of Optimum stated, "We are focused on actively seeking opportunities to expand our interests in the highly prospective Golden Triangle region and this strategic potential acquisition represents another prospective project strategically located in the Golden Triangle area that is complementary to our existing Harry property."
Under the terms of the Agreement, the shareholders of Vendor will exchange all of the issued and outstanding shares of Vendor to the Company in exchange for 3,000,000 Optimum Shares at a deemed value of the Discounted Market Price (as such term is defined in the TSXV Corporate Finance Manual) per Optimum Share. Closing of the Transaction is subject to a number of conditions including the approval of the TSXV and completion of a technical report prepared in compliance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects . The Transaction is an arms length transaction for purposes of the policies of the TSXV and the Company expects that the Transaction will meet the criteria of an "Expedited Acquisition" pursuant to Policy 5.3 – Acquisitions and Disposition of Non-Cash Assets of the Corporate Finance Manual. In connection with the Transaction and as consideration for the benefit provided by 1330841 BC Ltd. (the " Finder ") in identifying and introducing to the Company the opportunity to acquire all of the issued and outstanding shares of the Vendor, the Company agreed to pay the arms length Finder a finder's fee consisting of 150,000 common shares of Optimum (the " Finder's Shares ") to the Finder subject to the approval of the TSXV. The Optimum Shares and any Finder's Shares issuable in connection with the Transaction will, upon closing, be subject to a statutory four month and one day hold period from the closing date.
Mr. Edward Kruchkowski P.Geo., a member of the Company's Board of Directors and registered in the Provinces of British Columbia is the "Qualified Person" under National Instrument 43-101 and is responsible for the technical contents of this news release and has approved the disclosure of the technical information contained herein.
Optimum is a Canadian-based mineral exploration company actively seeking opportunities in the resource sector. Its properties and projects are all located in British Columbia and the extensions of the Golden Triangle area of Northern British Columbia into Alaska. The company has an option agreement with Teuton Resources Corp. pursuant to which Teuton has agreed to grant to Optimum the option to acquire an up to 80-per-cent interest in the Harry property, located near Stewart, B.C.
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
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". Forward-looking statements include those relating to completion of the Transaction as proposed or obtaining TSXV consent for the Transaction, there is no assurance the Transaction will be completed as planned or at all. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: risks and uncertainties relating to Optimum's ability to complete all payments and expenditures required under its mineral property acquisition agreements; and other risks and uncertainties relating to the actual results of current exploration activities, the uncertainty of reserve and resources estimates; the uncertainty of estimates and projections in relation to production, costs and expenses; risks relating to grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with adjacent properties and the Company's expectations; operational risks and hazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); metal price fluctuations; environmental and regulatory requirements; availability of permits, 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, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, political risks, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks involved in the mineral exploration and development industry, and those risks set out in the filings on SEDAR made by the Company with securities regulators. 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 expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, other than as required by applicable securities legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
FOR FURTHER INFORMATION PLEASE CONTACT: Tyler Ross Optimum Ventures Ltd. Tel: (604) 428-6128 email@example.com