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
Kootenay Resources

Kootenay Resources Announces Final Approval to List on the TSX Venture Exchange

Kootenay Resources Inc. ("Kootenay" or the "Company") announces that further to its March 13, 2024 and April 26, 2024 press releases regarding receipt of conditional approval to list on the TSX Venture Exchange (the "Exchange"), the Company has received final approval to list the Company's common shares on the Exchange. Under the policies of the Exchange, the Company will be classified as a Tier 2 Mining Issuer.

The Company expects that its common shares will commence trading on the Exchange at the opening of the market on May 1, 2024 under the symbol "KTRI".

Keep reading...Show less
Getchell Gold Corp. Announces Warrant Extension and Debt Settlement

Getchell Gold Corp. Announces Warrant Extension and Debt Settlement

Getchell Gold Corp. (CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) (" Getchell" or the " Company ") announces that it proposes to extend the expiry dates of an aggregate of 5,202,250 outstanding share purchase warrants, as described below.

Getchell Gold Corp. logo (CNW Group/Getchell Gold Corp.)

The Company issued 3,011,250 warrants with an exercise price of $0.50 pursuant to a private placement of units that closed on May 14, 2021 (the " 2021 Warrants "). The original exercise price of the 2021 Warrants was $0.65 and the exercise price was previously repriced to $0.50 . The original expiry date of the 2021 Warrants was May 14, 2023 , and the expiry date of the 2021 Warrants was previously extended to May 14, 2024 . The Company proposes to extend the expiry date of the 2021 Warrants by an additional 12 months, such that 2021 Warrants will expire on May 14, 2025 . All other terms of the 2021 Warrants remain unchanged.

The Company issued an aggregate of 2,191,000 warrants with an exercise price of $0.60 pursuant to a private placement of units that closed on May 30, 2022 (the " 2022 Warrants "). The original expiry date of the 2022 Warrants was May 30, 2024 . The Company proposes to extend the expiry date of the 2022 Warrants by an additional 12 months, such that 2022 Warrants will expire on May 30, 2025 . All other terms of the 2022 Warrants remain unchanged.

Warrant holders are advised that replacement warrant certificates will not be issued and that the original warrant certificate must be presented to the Company in order to effect the exercise of the warrants.

The Company further announces that it intends to enter into debt settlement agreements with two directors of the Company to settle outstanding bona-fide indebtedness in the aggregate amount of $6,000 in exchange for 54,545 common shares of the Company at a price of $0.11 per share. The amount of indebtedness represents outstanding amounts owing for director services provided to the Company. The Company also proposes to issue common shares to the two directors as monthly payment for director services, issuable on a quarterly basis. All shares issued will be subject to a four-month hold period.

About Getchell Gold Corp.

The Company is a Nevada focused gold and copper exploration company trading on the CSE: GTCH, OTCQB: GGLDF, and FWB: GGA1. Getchell Gold is primarily directing its efforts on its most advanced stage, 100% owned, Fondaway Canyon gold project, a past gold producer with a large mineral resource estimate. Complementing Getchell's asset portfolio are the 100% owned; Dixie Comstock , a past gold producer with a historic resource and two earlier stage exploration projects, Star (Cu-Au-Ag), and Hot Springs Peak (Au) projects. Fondaway Canyon and Dixie Comstock properties are located in Churchill County, Nevada .

For further information please visit the Company's website at www.getchellgold.com or contact the Company at info@getchellgold.com .

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the extension of the 2021 and 2022 Warrants, entering into the debt settlement agreements, and future payment of director fees in common shares. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of Getchell have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

SOURCE Getchell Gold Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2024/01/c9568.html

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less
Prismo Metals Strengthens Management Team

Prismo Metals Strengthens Management Team

Prismo Metals Inc. (CSE: PRIZ) (OTCQB: PMOMF) (FSE: 7KU) ("Prismo" or the "Company") is pleased to announce the appointment of Steve Robertson as President of the Company. Mr. Robertson has been a technical advisor to Prismo since January 2023. Alain Lambert, currently the Executive Chairman of the Company will assume the role of CEO.

The board of Prismo believes that this is the right time to add to the management team with the anticipated increasing activity at the Company's exploration projects this year, in particular an upcoming drilling campaign at its Hot Breccia copper prospect located in Arizona.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
White Gold Corp. to Present at Metals & Mining Virtual Investor Conference May 1st

White Gold Corp. to Present at Metals & Mining Virtual Investor Conference May 1st

White Gold Corp. (TSX.V: WGO, OTCQX: WHGOF, FRA: 29W), is pleased to announce that David D'Onofrio, Chief Executive Officer, will present live at the Metals & Mining Virtual Investor Conference hosted by VirtualInvestorConferences.com, on Wednesday May 1 st at 2:30pm EST. White Gold Corp. is a gold exploration company focused in Yukon, Canada, owning a district-scale 350,000 hectare land package, representing over 40% of the emerging White Gold District in Yukon, Canada. The Company's flagship White Gold Project contains an estimated 1,152,900 ounces of gold in Indicated Resources and 942,400 ounces of gold in Inferred Resources (1) and is complimented by a robust project pipeline of new discoveries and early stage projects.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
White Gold Corp. to Present at Metals & Mining Virtual Investor Conference May 1st

White Gold Corp. to Present at Metals & Mining Virtual Investor Conference May 1st

White Gold Corp. (TSX.V: WGO, OTCQX: WHGOF, FRA: 29W), is pleased to announce that David D'Onofrio, Chief Executive Officer, will present live at the Metals & Mining Virtual Investor Conference hosted by VirtualInvestorConferences.com, on Wednesday May 1 st at 2:30pm EST. White Gold Corp. is a gold exploration company focused in Yukon, Canada, owning a district-scale 350,000 hectare land package, representing over 40% of the emerging White Gold District in Yukon, Canada. The Company's flagship White Gold Project contains an estimated 1,152,900 ounces of gold in Indicated Resources and 942,400 ounces of gold in Inferred Resources (1) and is complimented by a robust project pipeline of new discoveries and early stage projects.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
White Gold Corp. to Present at Metals & Mining Virtual Investor Conference May 1st

White Gold Corp. to Present at Metals & Mining Virtual Investor Conference May 1st

White Gold Corp. (TSX.V: WGO, OTCQX: WHGOF, FRA: 29W), is pleased to announce that David D'Onofrio, Chief Executive Officer, will present live at the Metals & Mining Virtual Investor Conference hosted by VirtualInvestorConferences.com, on Wednesday May 1 st at 2:30pm EST. White Gold Corp. is a gold exploration company focused in Yukon, Canada, owning a district-scale 350,000 hectare land package, representing over 40% of the emerging White Gold District in Yukon, Canada. The Company's flagship White Gold Project contains an estimated 1,152,900 ounces of gold in Indicated Resources and 942,400 ounces of gold in Inferred Resources (1) and is complimented by a robust project pipeline of new discoveries and early stage projects.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×