TSX Venture Exchange Stock Maintenance Bulletins

TSX Venture Exchange Stock Maintenance Bulletins

TSX VENTURE COMPANIES

BULLETIN V2023-0083

NEW TARGET MINING CORP. ("NEW.H")
  [formerly New Target Mining Corp. ("NEW")]
  BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 2 Company

In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier 2 company.  Therefore, effective at the opening on Thursday, November 30, 2023 , the Company's listing will transfer to NEX, the Company's Tier classification will change from Tier 2 to NEX, and the Filing and Service Office will change from Vancouver to NEX.

As of November 30, 2023 , the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.

The trading symbol for the Company will change from NEW to NEW.H.  There is no change in the Company's name, no change in its CUSIP number and no consolidation of capital.  The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.

_______________________________________

BULLETIN V2023-0084

NEXLIVING COMMUNITIES INC.  ("NXLV")
  BULLETIN TYPE:  Declaration of Dividend
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 2 Company

The Issuer has declared the following dividend:

Dividend per common share: $0.01
Payable Date: December 29, 2023
Record Date: December 08, 2023
Ex-dividend Date: December 07, 2023

________________________________________

BULLETIN V2023-0085

REPLICEL LIFE SCIENCES INC. ("RP")
  BULLETIN TYPE: Company Tier Reclassification
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 1 Company

In accordance with Policy 2.5, the Company has not maintained the requirements for a Tier 1 company.  Therefore, effective at the opening on Thursday, November 30, 2023 , the Company's Tier classification will change from Tier 1 to:

Classification

Tier 2

________________________________________

23/11/28 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

BULLETIN V2023-0086
  CANTEX MINE DEVELOPMENT CORP. ("CD")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on September 20, 2023 :

Number of Shares:

5,176,923 shares

Purchase Price:

$0.26 per share

Warrants:

2,588,464 share purchase warrants to purchase 2,588,464 shares

Warrant Exercise Price:

$0.39 for a two-year period



Number of Shares:

8,258,284 flow-through shares

Purchase Price:

$0.30 per share

Warrants:

4,129,143 share purchase warrants to purchase 4,129,143 shares

Warrant Exercise Price:

$0.39 for a two-year period





Number of Placees:

29 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

1

200,000

Aggregate Pro Group Involvement:

1

80,000


Aggregate Cash

Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

$54,534.55

592,308

1,068,832

Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.39 for a period of 2 years from the date of issuance.

The Company issued a news release on October 19, 2023 and November 22, 2023 , confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

________________________________________

BULLETIN V2023-0087

CANTEX MINE DEVELOPMENT CORP. ("CD")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on April 17, 2023 :

Number of Shares:

2,112,500 non-flow-through shares and 1,601,351 flow-through shares



Purchase Price:

$0.32 per non-flow-through share and $0.37 per flow-through share



Warrants:

1,856,926 share purchase warrants to purchase 1,856,926 shares



Warrant Exercise Price:

$0.45 for a two-year period



Number of Placees:

8 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

2

2,945,101

Aggregate Pro Group Involvement:

N/A

N/A


Aggregate Cash

Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

$6,475

N/A

7,000 Warrants

Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.45 for period of two years from the date of issuance.

The Company issued a news release on April 29, 2023 and November 22, 2023 confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

________________________________________

BULLETIN V2023-0088

CONSOLIDATED URANIUM INC.  ("CUR")
  BULLETIN TYPE:  Plan of Arrangement, Property-Asset or Share Disposition Agreement
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Inc. (the "Exchange") bulletin dated November 22, 2023 and November 23, 2023 , the Exchange has accepted for filing documentation in connection with an arrangement agreement between Consolidated Uranium Inc. (the "Company") and Premier American Uranium Inc. ("Spinco") (the "Agreement"). Pursuant to the Agreement, the Company transferred certain indirect wholly-owned subsidiaries which hold eight U.S. Department of Energy leases and certain patented claims located in Colorado to the Spinco (the "Disposition"), by way of a plan of arrangement under the provisions of the Business Corporations Act ( Ontario ) (the "Arrangement"), in exchange for 7,753,752 common shares of the Spinco (the "Spinco Shares"). Pursuant to the Arrangement, the Company's shareholders were distributed 3,876,786 of the Spinco Shares on a pro rata basis, whereby the Company shareholders will receive approximately 0.0373761 Spinco Share for every one (1) Company share held as of the record date ( November 27, 2023 ).

The Exchange has been advised that approval of the Arrangement by the Company shareholders was received at the special meeting of shareholders held on August 3, 2023 and that approval of the Arrangement was received from the Ontario Superior Court of Justice (Commercial List) on August 9, 2023 . The Arrangement was completed on November 27, 2023 .

It is expected that the SPINCO SHARES WILL BE LISTED FOR TRADING ON THE EXCHANGE on or about December 01, 2023 . Further, the Exchange will issue a subsequent bulletin in the coming days confirming the Listing of the Spinco Shares.

For further information, refer to the Company's management information circular dated July 04, 2023 and news releases dated May 24, 2023 , July 05, 2023 , August 16, 2023 , November 20, 2023 , and November 27, 2023 which are available under the Company's profile on SEDAR+.

________________________________________

BULLETIN V2023-0089

HAPBEE TECHNOLOGIES, INC. ("HAPB")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 26, 2023 :

Number of Shares:

3,788,587 subordinate voting shares



Purchase Price:

$0.08 per subordinate voting share



Warrants:

3,788,587 share purchase warrants to purchase 3,788,587 shares



Warrant Exercise Price:

$0.15 for a two-year period, subject to accelerated expiry





Number of Placees:

5 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

NA

NA

Aggregate Pro Group Involvement:

NA

NA


Aggregate Cash

Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

NA

NA

NA

The Company issued a news release on October 26, 2023 , confirming closing of the private placement. Note that in certain circumstances, the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

________________________________________

BULLETIN V2023-0090

HPQ SILICON INC. ("HPQ")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 16, 2023 :

Number of Shares:

2,207,318 common shares



Purchase Price:

$0.275 per common share



Warrants:

2,207,318 common share purchase warrants to purchase 2,207,318 common shares



Warrant Exercise Price:

$0.30 per common share for a period of 24 months



Number of Placees:

20 placees

Insider / Pro Group Participation:

Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

3

300,000 common shares

Aggregate Pro Group Involvement:

N/A

N/A


Aggregate Cash

Amount ($)

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

$13,875

N/A

50,454 finder's warrants

Finder's Warrants Terms: Each finder's warrant entitles the holder to purchase one common share at the price of $0.30 for a period of 24 months.

The Company issued news releases on November 17, 2023 and November 24, 2023 confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

HPQ SILICIUM INC. (« HPQ »)
  TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
  DATE DU BULLETIN : Le 28 novembre 2023
  Société du groupe 1 de TSX Croissance

Bourse de Croissance TSX a accepté le dépôt de la documentation de la société en vertu d'un placement privé sans l'entremise d'un courtier annoncé le 16 octobre 2023 :

Nombre d'actions :

2 207 318 actions ordinaires



Prix :

0,275 $ par action ordinaire



Bons de souscription :

2 207 318 bons de souscription permettant de souscrire à 2 207 318 actions ordinaires



Prix d'exercice des bons :

0,30 $ par action ordinaire pour une période de 24 mois



Nombre de souscripteurs :

20 souscripteurs

Participation d'initiés / Groupe Pro :

Souscripteurs

# total de souscripteurs:

# total d'actions

Participation total d'initiés existants:

3

300 000 actions ordinaires

Participation total de Groupe Pro:

S/O

S/O


Montant total en espéces ($)

# total d'actions

# total de bons de souscription

Honoraire d'intermédiation:

13 875 $

S/O

50 454 bons d'intermédiation

Les termes des bon d'intermédiation : Chaque bon d'intermédiation permet à son détenteur de souscrire à une action ordinaire à un prix de 0,30 $ par action pour une période de 24 mois.

La société a confirmé la clôture du placement privé dans ces communiqués de presse datés du 17 novembre 2023 et 24 novembre 2023. Notez que dans certaines circonstances, la Bourse peut ensuite prolonger la durée des bons de souscription, s'ils sont inférieurs à la durée maximale autorisée.

________________________________________

BULLETIN V2023-0091

KENORLAND MINERALS LTD   . ("KLD")
  |BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on August 29, 2023 :

Number of Shares:

22,470 Shares



Purchase Price:

$0.7368 per share



Number of Placee:

1 Placee

Insider / Pro Group Participation:




Placees

# of Placees

Aggregate # of Shares




Aggregate Existing Insider Involvement:

1

22,470

Aggregate Pro Group Involvement:

N/A

N/A


Aggregate Cash

Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

N/A

N/A

N/A

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued news releases on September 19, 2023 announcing the closing of the private placement.

____________________________________

BULLETIN V2023-0092

Marvel Discovery Corp. ("MARV")
  BULLETIN TYPE:  Warrant Term Extension & Warrant Price Amendment
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the extension of the expiry date and repricing of the following warrants:

# of Warrants:

2,692,693

Original Expiry Date of Warrants:

December 03, 2023

New Expiry Date of Warrants:

December 03, 2025

Original Exercise Price of Warrants:

$0.25

New Exercise Price of Warrants:

$0.20

These warrants were issued pursuant to a private placement of 5,385,385 Flow-through Units. Each unit consists of one common share of the Company and a one-half common share purchase warrant attached, which was accepted for filing by the Exchange effective December 20, 2021 .

# of Warrants:

1,808,522

Original Expiry Date of Warrants:

December 03, 2023

New Expiry Date of Warrants:

December 03, 2025

Original Exercise Price of Warrants:

$0.20

New Exercise Price of Warrants:

$0.15

These warrants were issued pursuant to a private placement of 1,808,522 units. Each unit consists of one common share of the Company and a one common share purchase warrant attached, which was accepted for filing by the Exchange effective December 20, 2021 .

# of Warrants:

853,261

Original Expiry Date of Warrants:

December 16, 2023

New Expiry Date of Warrants:

December 16, 2025

Original Exercise Price of Warrants:

$0.20

New Exercise Price of Warrants:

$0.15

These warrants were issued pursuant to a private placement of 853,261 Units. Each Unit consists of one common share of the Company and a one common share purchase warrant attached, which was accepted for filing by the Exchange effective December 20, 2021 .

________________________________________

BULLETIN V2023-0093

STAMPER OIL & GAS CORP. ("STMP")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: November 28, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 17, 2023 :

Number of Shares:

5,555,000 flow-through shares


3,501,727 non-flow-through shares





Purchase Price:

$0.055 per flow-through share


$0.055 per non-flow-through share



Warrants:

9,056,727 share purchase warrants to purchase 9,056,727 shares



Warrant Exercise Price:

$0.07 for a twelve (12) month period, subject to an acceleration clause





Number of Placees:

15 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

1

364,000

Aggregate Pro Group Involvement:

N/A

N/A


Aggregate Cash

Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

N/A

N/A

N/A

The Company issued news releases on October 26, 2023 , November 3, 2023 and November 22, 2023 , confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

________________________________________

SOURCE TSX Venture Exchange

Cision View original content: http://www.newswire.ca/en/releases/archive/November2023/28/c4869.html

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Marvel Discovery Acquires Strategic Ground In Elliot Lake, ON

Marvel Discovery Acquires Strategic Ground In Elliot Lake, ON

Marvel Discovery Corp. (TSX-V:MARV)(FRA:O4T)(OTCQB:MARVF) ("Marvel" or the "Company") is pleased to announce that it has acquired 100% of additional ground ("Pecors West") east of Elliot Lake to complement its East Bull Property. The additional land package of 805 hectares (ha) brings the land holdings in the area to a total of 6,157 ha. (Figure 1

The Pecors West property has the potential to host three unique styles of mineralization under the critical metals criteria:

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Marvel Resumes Exploration of Gold Anomaly at Victoria Lake

Marvel Resumes Exploration of Gold Anomaly at Victoria Lake

Marvel Discovery Corp. (TSXV:MARV)(Frankfurt:O4T)(OTCQB:MARVF) ("Marvel" or the "Company") is pleased to announce that the Company is planning a till sampling exploration program at its Victoria Lake Property for Q2 2024. The project is being planned as a follow-up to reconnaissance till and soil sampling completed in 2023 that identified anomalous gold. The Victoria Lake Property is situated over more than 15 kilometres of the Victoria Lake Shear Zone (VLSZ), part of an extensive fault corridor within Central Newfoundland that Honsberger et al. (2022)1 identified as emerging as one of the most prospective orogenic gold domains in Atlantic Canada. The project will further follow up on the second highest regional gold-in-till sample identified by the Newfoundland Geoscience Atlas, which reported 785 ppb Au from a sample collected within Marvel's Victoria Lake project

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Marvel Completes Drilling at Duhamel, Nickel-Copper-Cobalt Project, North of Quebec City

Marvel Completes Drilling at Duhamel, Nickel-Copper-Cobalt Project, North of Quebec City

Marvel Discovery Corp. (TSX-V:MARV)(Frankfurt:O4T)(MARVF:OTCQB); ( "Marvel " or the "Company" ) is pleased to report that the Company has completed drilling operations on its Ni-Cu-Co and Ti-V-Cr Duhamel property (the " Property ") located 350 kilometers (km) north of Quebec City, QC (Figure 1

Karim Rayani, Chief Executive Officer , states , "We are thrilled with the results of our inaugural drill campaign at our Duhamel project. Every hole was successful in intersecting our interpreted target horizons -intersecting disseminated, semi-massive and/or massive sulfide zones. At this state we have decided to pause our drilling operations and now will focus our efforts on both field and desktop studies to help us gain a better understanding of both the genesis and structural setting of these exciting massive sulfide zones. While we wait for assays on all holes, we will be conducting low frequency Borehole and Surface Time Domain Electromagnetics to assist with future targeting areas. Our field geologist is most excited with these initial results and seeing mineralized textures suggestive of these sulfides being part of a much larger sulfide pool, and we eagerly anticipate the Geophysical results to help us vector towards the higher conductance and thicker sulfide zones."

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Marvel Closes Final Tranche of Private Placement

Marvel Closes Final Tranche of Private Placement

Marvel Discovery Corp. (TSXV:MARV)(FSE:O4T)(OTCQB:MARVF) (the "Company") announces that it has closed the final tranche of its previously announced non-brokered private placement (the "Private Placement") by issuing 2,525,000 non flow-through units (the "NFT Units") at $0.04 per NFT Unit for gross proceeds of $101,000 (the "Final Tranche

Each NFT Unit consists of one non flow-through share (an "NFT Share") and one share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire an additional NFT Share at an exercise price of $0.075 per NFT Share for a period of five years.

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Marvel's CEO Issues Corporate Update Letter to Shareholders

Marvel's CEO Issues Corporate Update Letter to Shareholders

VANCOUVER, BC / ACCESSWIRE/ February 7, 2024 / Marvel Discovery Corp. (TSX-V:MARV)(Frankfurt:O4T)(MARVF:OTCQB); ( "Marvel " or the "Company" ) is pleased to report a corporate update letter in an address to shareholders from its Chief Executive Officer, Karim Rayani.

Dear Shareholders ,

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PROSPECT RIDGE RESOURCES ADJOURNS ANNUAL GENERAL MEETING

PROSPECT RIDGE RESOURCES ADJOURNS ANNUAL GENERAL MEETING

Prospect Ridge Resources Corp. (the " Company " or " Prospect Ridge ") (CSE: PRR) (OTC: PRRSF) (FRA: OED) announces that it has adjourned its annual general meeting (for more information, see news release dated December 12, 2024 ), to reconvene on Friday, December 20, 2024 at 11:30 AM (Pacific Time) at Suite 430, 605 Robson Street, Vancouver British Columbia.  Proxies will continue to be accepted until 48 hours prior to the commencement of the adjourned meeting.

Prospect Ridge Resources Corporation Logo (CNW Group/Prospect Ridge Resources Corp.)

About Prospect Ridge Resources Corp.

Prospect Ridge Resources Corp. is a British Columbia based exploration and development company focused on gold exploration. Prospect Ridge ' s management and technical team cumulate over 100 years of mineral exploration experience and believe the Knauss Creek and the Holy Grail properties to have the potential to extend the boundaries of the Golden Triangle to cover this vast under-explored region.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

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   "   . This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements.

Although management of the Company has 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. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/prospect-ridge-resources-adjourns-annual-general-meeting-302331800.html

SOURCE Prospect Ridge Resources Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2024/13/c2016.html

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PROSPECT RIDGE RESOURCES CONFIRMS ARRANGEMENTS RELATING TO ANNUAL GENERAL MEETING

PROSPECT RIDGE RESOURCES CONFIRMS ARRANGEMENTS RELATING TO ANNUAL GENERAL MEETING

Prospect Ridge Resources Corp. (the " Company " or " Prospect Ridge ") (CSE: PRR) (OTC: PRRSF) (FRA: OED) wishes to update shareholders on the impact of the strike by the Canadian Union of Postal Workers on the Company's ability to comply with its obligations to deliver to shareholders its financial statements and related disclosure and proxy-related materials in respect of the Company's Annual General Meeting (the " Meeting ") of shareholders scheduled to be held on Friday, December 13, 2024 at 11:00 AM (Pacific Time) at Suite 430, 605 Robson Street, Vancouver, British Columbia .

As a result of the strike, and pursuant to CSA Coordinated Blanket Order 51-931 Temporary Exemption from requirements in National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to send certain proxy-related materials during a postal strike (the "Blanket Order"), the Company is advising shareholders that:

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Lode Gold: 2024 Year-End Review and 2025 Outlook

Lode Gold: 2024 Year-End Review and 2025 Outlook

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to provide a year-end update.

Dear Investors,

I am excited to update you on our progress since I took over as CEO less than a year ago, just before Christmas in December 2023. With the support of the board, key shareholders, and the dedicated Lode Gold team, we have raised $6M since March 2024 and completed numerous tasks to reorganize the Company. These efforts have positioned us for future success and growth, and I am grateful for the continued support and confidence you have shown in our vision.

Strategy: Create Two Pure Play Companies to Unlock Value and Attract New Investors

Last year, around this time, I met with bankers to discuss how we plan to unlock value by spinning out the Company's assets to create two pure-play companies. This strategy resonated with many as Lode Gold has key assets situated in highly prospective mining regions in Canada and the United States. This initiative immediately creates two $7M companies from one $7M entity, thereby generating accretive value for shareholders.

Focus on Intrinsic Asset Value vs Market Cap: Do some small-cap stocks outperform large-cap investments in the long run?

Clifford Asness, who played a key role in building Goldman Sachs' Global Alpha before founding AQR, and now manages over $33 billion in assets, published a whitepaper that challenged the Efficient Market Theory. It stipulated that value may be factored into price with large-cap companies, but it may not be the case with small-cap stocks1. It states that with small or micro-cap stocks, the Less-Efficient-Market Hypothesis often holds. Why? The market is inherently inefficient due to a fragmented shareholder base and a lack of distribution, awareness and liquidity. As such, if capital is patient, investing in a small-cap stock may result in a higher return on investment in the long run compared to a large-cap stock.

In the case of Lode Gold, the intrinsic value, verified with a third-party NI 43-101 technical report, has an NPV USD $370M, yet the market cap trades at a fraction of the real value. Notwithstanding, a planned spin-out transaction valued at an additional $7.65M (pre-money value to current Lode Gold shareholders) has already obtained conditional approval.

This is a value proposition, validated by smart money: strategic investors and institutional shareholders; a total of four own approximately 60%. Intrigued by the potential of this undervalued play, I accepted the challenge of leading its turnaround and growth.

Near-Term: Gold Orogen spin out to unlock value for shareholders

The company has three key orogenic assets, with proven gold endowment.

To unlock value for shareholders; immediately we are spinning out the Canadian assets into a new company, Gold Orogen. Each Lode Gold shareholder will get shares of Gold Orogen; via a tax-efficient spin-out.

Additionally, a $3M raise has been completed at Gold Orogen, based on a $7.65M pre-money valuation. The current valuation for Lode Gold, the parent company, is at $7M. We are topping up with an additional $1.5M to ensure a $4.5M investment program for 2025 at Gold Orogen; as such both the assets in Yukon and NB will be drilled in the upcoming exploration season in the new year. Post-money, Gold Orogen will be at $12M+.

A gold asset on the Mother Lode Belt with MRE: 1 (M&I) + 2 (Inferred) Moz Au and a 2023 PEA: USD $370M (NPV 5%) will remain in the parent co, Lode Gold. Lode Gold intends to pursue a high grade underground mine opportunity. This project sits on 100% privately owned patented land where the mining license was suspended in 1942 due to the war effort.

Spin Out Unlocks Shareholder Value: Confirmed gold endowment and RIRGS on Tombstone Belt

The spin-out will result in the formation of two pure-play companies, each focused on specific areas of exploration in Canada and the US.

Company 1: Spin Co - Gold Orogen

Asset 1:

  • 27 km strike, 99.5 km2in Yukon, prolific Tombstone Belt (Snowline, 3 Aces, Sitka Gold)
  • Total of four Reduced Intrusive Targets (RIRGS)

Asset 2:

  • New Brunswick: Created one of the largest land packages (420 km2)
  • Geological analogue to New Found Gold, Galway, Calibre Mining and Puma-Kinross
  • Confirmed gold endowment

Company 2: Parent - Lode Gold

Lode Gold is the first company to evaluate this project from an underground perspective.

  • Brownfield, previously mined at 8 g/t in the 1940's.
  • 4 km strike on the 190 km mineralized Mother Lode Belt: 50,000,000 oz produced
  • 100% owned private and patented land: 3,351 acres, Mariposa County
  • California: 700 permitted mines; 14 gold
  • Mine suspended in 1942 due to gold prohibition in WWII
  • Target: 2 Moz underground 5 g/t Au
  • Typical Orogenic Deposit with Structural Controls
  • 3 Step-Out Holes hit structure (up to 1,200 m)
  • 2 nearby mines were up to 1,800 m deep at 13 g/t
  • 43,000 m drilled with 23 km of underground workings
  • 11% of the veins (2 of 7 deposits) exploited; mostly in the first 250 m
  • 2023 MRE: 1 Moz (M&I) + 2 Moz (Inferred)
  • 2023 PEA at USD $2,000/oz Au: After-tax NPV (5%) USD $370M, 31% IRR, 11 years LOM
  • Close to road, rail, power, water

Milestones Achieved in 2024:

1. Executed Spin Out Plan

  • Received conditional acceptance from the TSXV for the spinout transaction

2. Improved Capital Structure

  • Lode Gold added two additional key institutional and strategic shareholders
  • For $3M, a 19.9% strategic joint venture partner with strong technical expertise, was added to the new Spin Co
  • Tight share structure: 10:1 consolidation. About 40.000,000 shares outstanding for both companies

3. Cleaned Up Balance Sheet

  • Converted a secured debt holder to be the second-largest shareholder
  • Repaid shareholder working capital loan
  • Resolved a legacy lawsuit and eliminated a $1.6M liability

4. Enhanced Value of Assets in Yukon, New Brunswick and California

  • New Brunswick:
    • Created one of the largest land packages in the province, potentially a district play
    • Completed comprehensive geophysics and soil sampling to define drill targets
  • Yukon:
    • Identified four RIRGS targets for exploration work in 2025
    • Confirmed RIRGS at WIN; high bismuth : gold ratio, gold-bearing sheeted quartz veins, hosted in hornfels
  • California:
    • The first to review the project from an underground perspective
    • Completed Geological Model: 11% of the veins exploited, in 2 out of 7 deposits. Most extraction in the first 250 m. 3 step-out holes at depth, mineralized and hit structure, a typical orogenic deposit
    • Commissioned NI 43-101 to update the 2023 MRE

5. Strengthening the Lode Gold Team

  • Enhanced bench strength by adding key personnel to the technical and marketing teams, visit our website to view their full bios (lode-gold.com)
  • Addition of Martin Stratte, Lode Gold's former Director of the Board, to our Advisory Team. He was previously on the permitting team at Castle Mountain, Equinox Gold (2018-2021). The project was acquired for $200 million in 2018, and it was permitted in 2021

Upcoming Catalysts in 2025

  • Spin Co: Shareholders get shares of a new company
  • Drilling to investigate 4 RIRGS reduced intrusive targets in Yukon Tombstone Belt, 200 km from Snowline
  • Drilling in New Brunswick assets upon systematic exploration: geophysics, soil sampling, mapping, geochemistry
  • California: Revised NI 43-101 Mineral Resource Estimate (updating 2023 MRE and investigating high grade underground potential)
  • California: Evaluate reactivating a previous mine, where the license was suspended during WWII

Invest in One Company, Get Shares of Two Companies: Optionality on three key assets

Investing in Lode Gold presents an exciting opportunity for shareholders to benefit from an advanced gold exploration project and a forthcoming spinoff with two high-value assets. This strategic move is aimed at unlocking maximum value for investors, who will gain exposure to three highly prospective gold assets through shares in two separate companies.

Wishing you a season filled with joy and prosperity.

Yours truly,

Wendy T. Chan. CEO & Director

About Lode Gold

Lode Gold (TSXV: LOD) is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

In Canada, its Golden Culvert and WIN Projects in Yukon, covering 99.5 km2 across a 27-km strike length, are situated in a district-scale, high grade gold mineralized trend within the southern portion of the Tombstone Gold Belt. A total of four RIRGS targets have been confirmed on the property. A NI 43-101 technical report has been completed in May 2024.

In New Brunswick, Lode Gold has created one of the largest land packages with its Acadian Gold JV Co; consisting of an area that spans 420 km2 and a 42 km strike. McIntyre Brook covers 111 km2 and a 17-km strike in the emerging Appalachian/Iapetus Gold Belt; it is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. Riley Brook is a 309 km2 package covering a 25 km strike of Wapske formation with its numerous felsic units. A NI 43-101 technical report has been completed in August 2024.

In the United States, the Company is advancing its Fremont Gold project. This is a brownfield project with over 43,000 m drilled and 23 km of underground workings. It was previously mined at 8 g/t Au in the 1940's.

Mining was halted in 1942 due the gold prohibition in WWII just as it was ramping up production. Unlike typical brownfield projects that are mined out; only 11% of the veins - in 2 out of 7 deposits have been exploited. The Company is the first owner to investigate an underground high grade mine potential at Fremont.

The project is located on 3,351 acres of private and patented land in Mariposa County. The asset is a 4 km strike on the prolific 190 km Mother Lode Gold Belt, California that produced over 50,000,000 oz of gold and is instrumental in the creation of the towns, the businesses and infrastructure in the 1800s gold rush. It is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Previously, in March 2023 the company completed an NI 43 101 Preliminary Economic Assessment ("PEA"). Project Valuation has an after-tax NPV (5%) of USD $370M at $2000 2 /oz gold, IRR 31% and an 11-year LOM, averaging 118,000 oz per year. At $1,750 /oz gold, NPV (5%) is $217M. The project hosts an NI 43-101 resource of 1.16 Moz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 Moz at 2.22 g/t Au within 28.3 MT Inferred. The MRE evaluates only 1.4 km of the 4 km strike of Fremont property. Three step-out holes at depth (up to 1200 m) hit structure and were mineralized.

All NI 43-101 technical reports are available on the Company's profile on SEDAR+ (www.sedarplus.ca) and the Company's website (www.lode-gold.com).

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology - UCT), FAusIMM, and who is a "qualified person" as defined by NI-43-101.

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-416-915-4257

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (647) 725-3888 ext. 702

Cautionary Note Related to this News Release and Figures

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.

Cautionary Statement Regarding Forward-Looking Information

Neither the 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 "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the completion of the transaction and the timing thereof, the expected benefits of the transaction to shareholders of the Company, the structure, terms and conditions of the transaction and the execution of a definitive agreement, the timing of submission to the CSE and TSXV, Gold Orogen raising an additional $1,500,000 and the anticipated use of proceeds. Forward-Looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-Looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: that the Company and GRM will be able to negotiate the definitive agreement on the terms and within the time frame expected, that the Company and GRM will be able to make submissions to the CSE and TSXV within the time frame expected, that the Company and GRM will be able to obtain shareholder approval for the transaction, that the Company and GRM will be able to obtain necessary third party and regulatory approvals required for the transaction, if completed, that the transaction will provide the expected benefits to the Company and its shareholders.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of the Company and GRM to negotiate the definitive agreement on the terms and conditions and within the timeframe expected, the failure of the Company and GRM to make submissions to the CSE and TSXV within the timeframe expected, the failure of the Company and GRM to obtain shareholder approval for the transaction, the failure of the Company and GRM to obtain all necessary approvals for the transaction, and r other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

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Not for distribution to United States newswire services or for dissemination in the United States.

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") announces that after consultation with its registered finders, the Company has now concluded its non-brokered private placement under Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption. As previously announced on November 13, 2024, the Company sold 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Company had filed an offering document related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com

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