VANCOUVER, BC / ACCESSWIRE / July 13, 2022 /(“Northern Superior” or the “Company“) ( ) (OTCQB:NSUPF) and (“Genesis“) ( ) are pleased to announce the successful completion of the previously announced acquisition by Northern Superior of all of the issued and outstanding common shares of Genesis (the “Genesis Shares“) pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction“).
The Transaction has established Northern Superior as a premier gold exploration company with six early-to-advanced staged gold exploration projects across major gold camps in Québec and Ontario and creates significant synergies and scale in the Chapais-Chibougamau Camp. The combined company is expected to benefit from the following:
- NI 43-101 compliant mineral resources: a) 643,000 oz gold in the inferred category at Croteau Est* (Northern Superior); and b) 652,000 oz gold in the inferred category and 260,000 oz gold in the indicated category at Chevrier**(Genesis);
- Material synergies from consolidating exploration activities at its Croteau Est and Chevrier gold projects, which are located only 25 km apart and are both near key infrastructure including highways, low-cost grid power, skilled labour, rail line and a regional airport;
- Exposure to the large and expanding Falcon gold discovery at the Lac Surprise property, which has been defined over 900m of strike length and 380m of vertical continuity with all 31 holes drilled to date intersecting gold mineralization, and is located just 27 km south of the Chevrier gold project;
- The largest property holdings, gold resources and market capitalization of all gold exploration companies that are active in the Chapais-Chibougamau Camp, a mining-friendly region that has produced over 6.7 million ounces of gold and is host to several major deposits including and Vanstar Mining Resource’s Nelligan deposit (hosts an NI 43-101 compliant inferred mineral resource estimate of 3.1 million ounces of gold at 1.02 g/t gold***); and
- A strong balance sheet with approximately $12MM cash at year end 2021, improved trading liquidity and larger capital markets profile that is now better positioned to attract a broader base of institutional and retail investors.
Thomas Morris, President, CEO and Director of Northern Superior, stated: “Northern Superior is pleased to complete the acquisition of Genesis which creates the dominant exploration company in the Chapais-Chibougamau Camp with the largest land position of over 56,000 Ha, with NI 43-101 compliant gold resources inferred (Croteau Est and Chevrier) and indicated (Chevrier) and three distinct discoveries and large scale properties (Lac Surprise (Falcon Gold Zone) Croteau-Est and Chevrier), each within 50 km of each other that all have significant exploration upside and will be aggressively drilled and explored over the next 12 months.
The Chapais-Chibougamau Camp is one of the more active and prospective mining and exploration areas in Québec, as highlighted by the Nelligan deposit controlled by the IAMGOLD/Vanstar joint venture directly adjacent to our Lac Surprise property that hosts the recently discovered Falcon Gold Zone. The Falcon Gold Zone is thought to be the extension of the Nelligan gold deposit. As the new largest landholder and one of most dominant companies in a rapidly evolving and expanding mining camp, we feel we are ideally positioned to maximize the value of these assets for our combined shareholder base going forward.
Northern Superior is in a strong financial position with approximately $10MM in cash at the end of Q1 2022. It plans to aggressively advance exploration on this exciting and newly expanded portfolio in Ontario and Québec for the benefit of the combined shareholders with a 2022 exploration budget of close to $10MM. The Company has a highly experienced technical team that has demonstrated its acumen through multiple successes in making grassroot discoveries across Québec and Ontario.”
Details of the Transaction
Pursuant to the Transaction, former Genesis shareholders received 0.2304 (the “Exchange Ratio“) of a Northern Superior common share (each whole common share, a “Northern Superior Share“) for each Genesis Share held. As a result of the Transaction, Northern Superior issued an aggregate of 14,500,037 Northern Superior Shares, resulting in existing Northern Superior and former Genesis shareholders owning approximately 83% and 17%, respectively, of the Northern Superior Shares outstanding, on a non-diluted basis.
As part of the Transaction, all outstanding stock options of Genesis have been exchanged for economically equivalent stock options to purchase Northern Superior Shares (subject to adjustment based on the Exchange Ratio). Holders of outstanding Genesis warrants are entitled, in accordance with the terms of such warrants, to receive Northern Superior Shares on the exercise of such warrants (subject to adjustment based on the Exchange Ratio).
As a result of the Transaction, Northern Superior acquired the Chevrier Project located in Chibougamau, Québec and the October Gold Project located in Ontario.
Northern Superior has received acceptance of the TSX Venture Exchange (the “TSXV“) to list the Northern Superior Shares issued pursuant to the Transaction on the TSXV. The Genesis Shares are expected to be delisted from the TSXV at the close of trading on or about July 15, 2022. Genesis intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public company reporting obligations as soon as possible.
Pursuant to the letter of transmittal mailed to shareholders of Genesis as part of the materials in connection with the special meeting of shareholders of Genesis held on July ,7 2022 (the “Meeting“), in order to receive the Northern Superior Shares to which they are entitled, registered holders of Genesis Shares are required to deposit their share certificate(s) representing Genesis Shares, together with a duly completed letter of transmittal, with Computershare Investor Services Inc., the depositary under the Transaction. Shareholders whose Genesis Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Genesis Shares. Further information about the Transaction is set forth in the materials prepared by Genesis in respect of the Meeting which were mailed to Genesis shareholders and filed under Genesis’ profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
None of the securities to be issued pursuant to the Transaction have been or will be registered under the United State Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Early Warning Reporting
By virtue of its acquisition of all of the issued and outstanding Genesis Shares under the Transaction, Northern Superior is required to file an early warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will be filed on Genesis’ SEDAR profile at www.sedar.com.
Northern Superior’s TPK, Lac Surprise and Croteau Est Projects
The reader is encouraged to visit the Company’s web site for more detailed information regarding each of these projects (www.nsuperior.com).
The Lac Surprise property is located within the Chapais-Chibougamau gold camp of Québec and is large (approximately 20kms x 20 kms). The Company recently discovered the Falcon Gold Zone (FGZ), a gold zone consisting of gold assay grades and widths comparable to the neighboring includingand Vanstar Mining Resource’s Nelligan deposit (hosts an NI 43-101 compliant inferred mineral resource estimate of 3.1 million ounces of gold at 1.02 g/t gold***). Highlighted assays associated with the FGZ include: LCS21-029 (1.36g/t Au over 40.0m; 273.00-313.00m); LCS19-005ext (1.54g/t Au over 44.9m; 293.50-338.40m); LCS21-43 (1.10g/t Au over 43.0m; 95.00-138.00m); and LCS21-032 (1.99g/t Au over 42.6m; 107.40-150.00m) (Table 1, Figure 4; see Northern Superior press releases, August 17, 2021; March 10, 2022).
The FGZ is thought to represent the westward extension of the Nelligan gold deposit. The robust, lateral continuity of the FGZ is highlighted by a 100% drill hole strike rate (29 of 29 holes), currently defined with a 900m long strike length (remaining open along strike to the west ) and defined to 343m, remaining open at depth along the 900m strike length.
The Lac Surprise property has many gold showings across the property including those to the west of the FGZ, and in the “Confluence” and “Amber” areas. Northern Superior is currently completing a 15-hole (6,650m) core drill program designed to test the western and vertical extensions of the FGZ. The Company is also in the process of planning a property scale bedrock mapping and prospecting program for the summer of 2022.
The Croteau Est property is also located within the Chapais-Chibougamau gold camp of Québec and is large (approximately 30kms x 15kms). The property has a 43-101 compliant inferred gold resource defined and several gold showings discovered across the property. The inferred gold resource is defined as consisting of 11.6 million tonnes, grading 1.7g/t gold, yielding 640,000 ounces of gold. Assays associated with this deposit includes intersections of; 11.06g/t gold over 9.10m including 43.75g/t gold over 2.00m, 61.24g/t gold over 5.95m including 705g/t gold over 0.5 m, 7.50g/t gold over 7.95m including 56.40g/t gold over 1.00m, 1.99g/t gold over 34.65m including 9.46g/t gold over 2m). The resource is defined from only 64, shallow holes, most of which are only 350m deep. The system is open along strike in both directions and at depth. A core drill program and budget has been set for this project to expand the resource and test several of the regional showings.
The TPK property is located in northwestern Ontario and is large (approximately 20kms x 30kms), containing two regional scale mineralized systems. The first system is primarily gold bearing, stretching 35kms across the Big Dam and New Growth areas of the property. The Big Dam area contains the largest gold grain-in-till dispersal aprons in North America stretching 6kms by 11kms, with as many as 1262 gold grains, most of which are pristine (92%). Embedded within this apron are numerous high-grade gold mineralized boulders assaying as high as 94g/t gold. A discovery hole of 25.87g/t gold over 13.45m has already been intersected. The second system within the Annex area of the property is defined by a gold grain-in-till dispersal corridor 3.5kms x 13.5kms wide, with gold grain counts as high as 1263 gold grains, mostly pristine in shape. Embedded within this corridor are boulders assaying as high as 727g/t gold, 111g/t silver and 4.05% copper.
Northern Superior is a reporting issuer in British Columbia, Alberta, Ontario and Québec, and trades on the TSX Venture Exchange under the symbol “SUP”, and the OTCQB Venture Market under the symbol “NSUPF”.
* Reference for Northern Superior’s 640,000 ounce Inferred Gold Resource: “Drabble, Mark (B. App. Sci. (Geology), MAIG, MAusIMM); Glacken, Ian (BSc Hons (Geology), FAusIMM (CP), MIMMM, CEng; Kahan, Cervoj (B. App. Sci., MAIG, MAusIMM); Morgan, Rebecca (BSc Hons (Geology), GDip (Mining), MAIG, MAusIMM). October 12, 2015. Technical Report on the Croteau Est Gold Project, Québec September 2015, Mineral Resource Estimate.”
** Reference for Genesis Metals Mineral Resources Estimation: “Lomas, Susan (P.Geo); Lavoie, Jonathan (Eng., M.Sc.); Liboiron, André (Géo). March 10, 2022.NI 43-101 Technical Report Mineral Resource Estimation for the Chevrier Main Deposit, Chevrier Project, Chibougamau, Québec, Canada.”
*** Reference for IAMGOLD/Vanstar’s Nelligan 3.2MM Inferred Gold Resource: “Carrier, Alain (M.Sc., P.Geo); Nadeau-Benoit, Vincent (P.Geo); Fauvre, Stéphane (PhD., P.Geo). October 22, 2019. NI 43-101 Technical Report and Initial Resource Estimate for the Nelligan Project, Québec, Canada.”
Rodney Barber (BSc., P.Geo.) is the Qualified Person for the TPK property. Michel Leblanc (BSc., PGeo) and Sarah Dean (BSc., P.Geo.) are the Qualified Persons for the Croteau Est and Lac Surprise properties. All three individuals are Qualified Persons within the meaning of NI 43-101 and have reviewed and approved the technical information disclosed in this news release.
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 news release.
Cautionary Note Regarding Forward-Looking Information: Certain statements contained in this news release constitute forward-looking information under applicable Canadian, United States and other applicable securities laws, rules and regulations, including, without limitation, statements with respect to the anticipated benefits and advantages of the Transaction, including establishing Northern Superior as a premier gold exploration company with six early-to-advanced staged gold exploration projects across major gold camps in Quebec and Ontario and creating significant synergies and scale in the Chapais-Chibougamau Camp, the delisting of the Genesis Shares and the application for Genesis to cease to be a reporting issuer. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Northern Superior and Genesis’ current beliefs or assumptions as to the outcome and timing of such future events. There can be no assurance that such statements will prove to be accurate, as Northern Superior and Genesis’ actual results and future events could differ materially from those anticipated in these forward-looking statements. Factors that could cause actual results and future events to differ materially from those anticipated in these forward-looking statements are set forth in the “Risk Factors” section in Northern Superior’s latest management discussion and analysis dated April 12, 2022. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Northern Superior and Genesis. The forward-looking information contained in this news release is made as of the date hereof and Northern Superior and Genesis undertake no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
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