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

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

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

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

The Transaction is subject to, among other things, completion of due diligence review by both parties, the entering into of a definitive transaction agreement, necessary board and regulatory approvals, and a number of closing conditions, including: Blackwolf changing its name; the Company having minimum working capital of $750,000 (net of costs and expenses of the Company in connection with the Proposed Transaction); reconstitution of the board of directors to consist of six (6) members, of which five will be the existing board of directors of Blackwolf and one will be Andrew Bowering, a nominee of the Company; the Company obtaining the approval of its shareholders; and no more than 5% of the Company's shareholders exercising their rights of dissent. Each of Optimum's directors and officers and certain other significant Optimum shareholders, collectively holding in aggregate at least 30% of the outstanding shares of Optimum, are expected to enter into voting support agreements in favour of the proposed transaction.

"We are very pleased to announce the proposed business combination with Blackwolf Copper and Gold," commented Tyler Ross, CEO of Optimum. "Blackwolf not only has excellent experience working in the region, but has a very similar focus to our Company and its goals. We believe there is real synergy between the project portfolios of both companies. Blackwolf's management includes industry professionals with a consistent track record of identifying and advancing successful exploration projects and we believe the combination will create significant value for our shareholders."

About Blackwolf

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

About Optimum

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 and Outland Silver Bar properties, 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". 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 info@optimumventures.ca

Primary Logo

News Provided by GlobeNewswire via QuoteMedia

OPV:CA
The Conversation (0)
Blackwolf Completes Acquisition of Optimum Ventures; Andrew Bowering Joins the Board of Directors

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

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

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Optimum Ventures Ltd. Announces Court Approval of Acquisition by Blackwolf Copper and Gold Ltd.

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

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

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

News Provided by GlobeNewswire via QuoteMedia

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

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

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

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

News Provided by GlobeNewswire via QuoteMedia

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

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

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

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

News Provided by GlobeNewswire via QuoteMedia

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

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

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

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

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Horizon Minerals Limited  First Gold Pour - Boorara Gold Project

Horizon Minerals Limited First Gold Pour - Boorara Gold Project

Perth, Australia (ABN Newswire) - Horizon Minerals Limited (ASX:HRZ) is pleased to provide an update on operations and gold production from the Boorara gold project ("Boorara"). The first stockpile of 56,654 wmt @ 0.8g/t Au was accepted by Paddington early in December 2024, and ongoing haulage has continued throughout December and into January 2025.

HIGHLIGHTS

- On Tuesday 14 January 2025, Horizon poured its first gold bar from Boorara under the Ore Sale Agreement with Paddington Mill.

- Horizon entered into an Ore Sale Agreement with Norton Gold Fields' Paddington Mill for 1.24Mt of Boorara ore for processing over 18 months.

- Horizon approved the development of Boorara in late July 2024 to mine a series of four open pits containing 1.24Mt of ore at 1.24g/t Au for 49.5koz of gold.

- The first stockpile of approximately 56k wmt of Boorara ore has been hauled to Paddington over December 2024 and January 2025 for processing.

- Open pit mining is progressing safely however is running behind schedule, mainly due to lack of dust suppression via water trucks which were down for repairs and since then have been repaired and are operational.

As of 14 January 2025, the entire stockpile No.1 had been hauled to the Paddington Mill ROM. Prior to this date, and early in January 2025 Horizon achieved 50% of the delivery schedule and agreed the first invoice estimate with Paddington which is now payable on or about 21 January 2025.

At the same time mining continues at Boorara pits 2 and 4 building the next stockpile for haulage. Commenting on the mining progress, Managing Director and CEO Mr Grant Haywood said:

"We are delighted to become Australia's newest gold producing company in 2025. We have a Mineral Resource of 1.8Moz across our projects and developing a sustainable gold production pipeline which includes numerous projects that are ready for a Final Investment Decision, such as Penny's Find and the Cannon projects. With the cashflow we expect to generate from Boorara and our other advanced projects, we will seek to use this production pipeline to feed a refurbished Black Swan mill after completion of our proposed merger with Poseidon Nickel Limited."

*To view photographs, please visit:
https://abnnewswire.net/lnk/056J6Y2B



About Horizon Minerals Limited:  

Horizon Minerals Limited (ASX:HRZ) is a gold exploration and mining company focussed on the Kalgoorlie and Menzies areas of Western Australia which are host to some of Australia's richest gold deposits. The Company is developing a mining pipeline of projects to generate cash and self-fund aggressive exploration, mine developments and further acquisitions. The Teal gold mine has been recently completed.

Horizon is aiming to significantly grow its JORC-Compliant Mineral Resources, complete definitive feasibility studies on core high grade open cut and underground projects and build a sustainable development pipeline.

Horizon has a number of joint ventures in place across multiple commodities and regions of Australia providing exposure to Vanadium, Copper, PGE's, Gold and Nickel/Cobalt. Our quality joint venture partners are earning in to our project areas by spending over $20 million over 5 years enabling focus on the gold business while maintaining upside leverage.

News Provided by ABN Newswire via QuoteMedia

Keep reading...Show less
Freegold Extends Mineralization to the West and SouthWest Intersecting 1.88 g/t Au over 54.2 metres and 1.58 g/t Au over 60 metres at Golden Summit

Freegold Extends Mineralization to the West and SouthWest Intersecting 1.88 g/t Au over 54.2 metres and 1.58 g/t Au over 60 metres at Golden Summit

GS2422 Higher grade at depth and to the west

  • 157 g/t Au over 3 metres from 299 metres
  • 1.88 g/t Au over 54.2 metres starting at 499.8 metres
  • 1.58 g/t Au over 60 metres from 743 metres

GS2417 – Higher grade within the south-southwest trend

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less
Element79 Announces Proposed Spin Out and Merger

Element79 Announces Proposed Spin Out and Merger

(TheNewswire)

Element79 Gold Corp.

VANCOUVER, BC T heNewswire January 13, 2025 Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ("Element79", or the "Company") is excited to announce that, in connection with its proposed spin out transaction, it has entered an arrangement agreement dated January 10, 2025 (the " Arrangement Agreement "), with its majority owned subsidiary, Synergy Metals Corp. (" Synergy "), and that it has also entered into a merger agreement dated January 10, 2025 (the " Merger Agreement "), with Synergy, Synergy's wholly owned subsidiary, 1515041 B.C. Ltd. (" Synergy SubCo "), and 1425957 B.C. Ltd. (" 142 "), as further described below.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×