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First Light and New Oroperu’s Shareholders Approve Business Combination

Vancouver, British Columbia–(Newsfile Corp. – September 9, 2021) – First Light Capital Corp. (TSXV: XYZ.P) ("First Light") and New Oroperu Resources Inc….

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Vancouver, British Columbia--(Newsfile Corp. - September 9, 2021) - First Light Capital Corp. (TSXV: XYZ.P) ("First Light") and New Oroperu Resources Inc. (TSXV: ORO) ("New Oroperu") are pleased to announce that the shareholders of both companies have overwhelmingly approved the business combination transaction between them (the "Transaction").

At the First Light Annual and General Special Meeting, the shareholders:

  • received the audited annual financial statements of First Light for the fiscal year ended December 31, 2020, together with the accompanying auditors' report,

  • approved an increase in the number of Directors from three to five,

  • elected James ("Jim") Currie, Andrew Carstensen, Barry Hildred, Brian Storseth and K. Wayne Livingstone as directors, all to take office effective upon completion of the Transaction,

  • confirmed that the current members of the Board of Directors of First Light will continue to serve as directors until completion of the Transaction,

  • appointed First Light's current auditors - Manning Elliott LLP - as the auditors for First Light for the fiscal year ending December 31, 2021,

  • approved the proposed omnibus equity incentive compensation plan,

  • approved the consolidation of all of the issued and outstanding common shares in the capital of First Light (including all common shares to be issued at closing of the Transaction) on the basis of one (1) post-consolidation share for every six (6) pre-consolidation shares, and

  • approved the change of the First Light's name to Anacortes Mining Corporation.

At the New Oroperu Special Meeting, the New Oroperu securityholders approved a special resolution authorizing and approving the execution and delivery of the Arrangement Agreement among First Light, New Oroperu, 1310612 B.C. Ltd. and 1310620 B.C. Ltd. dated June 16, 2021 (the "Arrangement Agreement") and the performance by New Oroperu of its obligations thereunder, and they approved the plan of arrangement attached as a schedule to the Arrangement Agreement (the "Arrangement"). New Oroperu has applied for a final order of the Supreme Court of British Columbia to approve the Arrangement.

The completion of the Transaction remains subject to conditions set forth in the Arrangement Agreement, including TSX Venture Exchange approval. The parties anticipate completing the Transaction within the next few weeks.

Upon completion of the Transaction, the resulting issuer, Anacortes Mining Corp. ("Anacortes") will be the 100% owner of the Tres Cruces Gold Project located in Northern Peru. The Tres Cruces project is located in north central Peru and accessible via a paved road 127 km from the city of Trujillo, located on the Pacific coast. Infrastructure near the project includes an airstrip a few kilometres to the north, a deep-water port near the city of Trujillo, and Boroo Ptd Ltd (Singapore)'s Lagunas Norte operations within 10 km, which were recently acquired from Barrick Gold Corporation. Tres Cruces currently hosts a mineral resource estimate of 2.474 million ounces of gold at 1.65 g/t in the Indicated category, which includes 630,000 ounces of leachable gold resources.

Upon the completion of the Transaction, Anacortes will be well-financed as a result of the recently completed $22,038,500 private placement of subscription receipts which closed on July 21, 2021, with the proceeds being held in escrow until the close of the Transaction.

Led by seasoned mining executive Jim Currie as CEO, Anacortes intends to advance Tres Cruces to Feasibility Study beginning after the close of the Transaction as the first step in building an Americas-based mid-tier gold producer. Anacortes intends to work towards expanding the resource base at Tres Cruces with an aggressive drilling program and to evaluate additional strategic opportunities as they become available.

About First Light

First Light is a capital pool company pursuant to Policy 2.4 of the TSXV. Except as specifically contemplated in such policy, until the completion of its Qualifying Transaction (as defined in the policy), First Light will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a proposed QT. Investors are cautioned that trading in the securities of a capital pool company is considered highly speculative.

For further information, please contact Jim Currie, President and Chief Executive Officer of First Light, at (604) 764-7108.

About New Oroperu

New Oroperu is a junior exploration company based in Vancouver, B.C., which owns the Tres Cruces gold project in Peru. The Tres Cruces gold project currently hosts a mineral resource estimate of 2.474 million ounces of gold at 1.65 g/t in the Indicated category, which includes 630,000 ounces of leachable gold resources. This mineral resource is described in a NI 43-101 Technical Report & Resource Update for the Tres Cruces project, North-Central Peru, prepared for New Oroperu by Jeffrey D. Rowe, James N. Gray and Ruperto Castro Ocampo with an effective date of March 16, 2021, which has been filed on New Oroperu's profile on SEDAR and can be viewed at www.sedar.com.

Jeffrey D. Rowe, P.Geo., a Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information contained in this news release.

For further information, please contact Christina McCarthy, V.P. Corporate Development of New Oroperu, at (416) 712-6151, email christina@oroperu.com or K. Wayne Livingstone, President and Chief Executive Officer of New Oroperu, at (604) 638-1408, email kwl@oroperu.com.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking statements which constitute "forward-looking information" within the meaning of applicable Canadian securities legislation ("Forward-looking Statements"). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements.

The Forward-looking Statements in this news release may include, without limitation, statements about the Company and New Oroperu's current expectations, estimates and projections for the pro forma company, the structure and estimated value of the Transaction, the anticipated timing of the respective shareholders meetings and the closing of the Transaction, the timing and anticipated receipt of required shareholder, court and stock exchange approvals and the ability of the parties to satisfy the other conditions to, and to complete, the Private Placement and the Transaction; the anticipated benefits of the Transaction to shareholders and the combined company, including corporate, operational and other synergies; the anticipated uses of the net proceeds of the Private Placement; and the expected management team of the combined company. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "anticipated", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "anticipated", "estimated" "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the ability of the Company and New Oroperu to control or predict and which may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such risks, uncertainties and factors include, among others, the completion and timing of the Transaction, the ability of the Company and New Oroperu to receive, in a timely manner, the necessary approvals to satisfy the conditions to closing of the Transaction; the ability to complete the Transaction on terms contemplated by the Company and New Oroperu, or at all; the ability of the combined company to realize the anticipated benefits of, and synergies and savings from, the Transaction and the timing thereof; the consequences of not completing the Transaction; the accuracy of the pro forma financial information of the combined company; changes in general economic conditions and financial markets; political risks; risks relating to the current and potential adverse impacts of the COVID-19 pandemic on the economy, financial markets and the parties' operations; and risks inherent in mineral exploration. Although Forward-looking Statements contained in this news release are based upon what each of the parties believe are reasonable assumptions at the time they were made, such statements are made as of the date hereof and the Company and New Oroperu disclaim any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/96027

Today’s News

GGX Gold Corp Retains 360 Aviation for IR Services

VANCOUVER, BC / ACCESSWIRE / September 23, 2021 / GGX Gold Corp. (TSXV:GGX)(OTCQB:GGXXF)(FRA:3SR2) (the "Company" or "GGX") is pleased to announce that…

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VANCOUVER, BC / ACCESSWIRE / September 23, 2021 / GGX Gold Corp. (TSXV:GGX)(OTCQB:GGXXF)(FRA:3SR2) (the "Company" or "GGX") is pleased to announce that it has retained the services of 360 Aviation Services Inc. (360) for Investor Relation Services.

360 Aviation Service Inc. a B.C. Corporation is an established capital markets advisory firm servicing Canadian small cap companies across the North American markets.

360 will provide strategic marketing, investor relations and capital markets communications services. 360 will arrange and attend meetings with investors, maintain ongoing contact and broaden relationships with the professional investment community on GGX Gold Corp's behalf. The agreement is for a term of six months and GGX Gold will pay a monthly fee of $4,500. The investor relations agreement remains subject to TSX-V approval.

Barry Brown, chief executive officer of GGX Gold, stated: "We continue to focus on unlocking the value at our Gold Drop Property. The potential of a bulk sample at the C.O.D. vein will provide invaluable information to our team as we continue to advance the project."

The Company also announces that it has granted 975,000 stock options at an exercise price of $0.16 to its directors, officers, employees, consultants and investor relations. The options are exercisable for five years and will be cancelled 30 days after cessation of acting as director, officer, employee or consultant of the Company. Options issued for investor relations vest quarterly over a period of 12 months from the date of issuance. The stock options are not transferable and will be subject to a four-month hold period from the date of grant and any applicable regulatory acceptance.

On Behalf of the Board of Directors
Barry Brown, CEO
604-488-3900
Office@GGXgold.com

Forward Looking Statement
This News Release may contain forward-looking statements including but not limited to comments regarding the acquisition of certain mineral claims. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements and Revolver undertakes no obligation to update such statements, except as required by law.

Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates, including that: the current price of and demand for minerals being targeted by the Company will be sustained or will improve; the Company will be able to obtain required exploration licences and other permits; general business and economic conditions will not change in a material adverse manner; financing will be available if and when needed on reasonable terms; the Company will not experience any material accident; and the Company will be able to identify and acquire additional mineral interests on reasonable terms or at all. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: that resource exploration and development is a speculative business; that environmental laws and regulations may become more onerous; that the Company may not be able to raise additional funds when necessary; fluctuations in currency exchange rates; fluctuating prices of commodities; operating hazards and risks; competition; potential inability to find suitable acquisition opportunities and/or complete the same; and other risks and uncertainties listed in the Company's public filings. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither 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.

SOURCE: GGX Gold Corp.



View source version on accesswire.com:
https://www.accesswire.com/665389/GGX-Gold-Corp-Retains-360-Aviation-for-IR-Services

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Today’s News

Copper Fox Announces 2021 Third Quarter Operating and Financial Results

Calgary, Alberta–(Newsfile Corp. – September 23, 2021) – Copper Fox Metals Inc. (TSXV: CUU) (OTCQX: CPFXF) ("Copper Fox" or the "Company") is pleased…

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Calgary, Alberta--(Newsfile Corp. - September 23, 2021) - Copper Fox Metals Inc. (TSXV: CUU) (OTCQX: CPFXF) ("Copper Fox" or the "Company") is pleased to announce that its unaudited interim consolidated July 31, 2021, financial statements have been filed on SEDAR.

For the nine months ended July 31, 2021, Copper Fox had a net loss of $747,620 (July 31, 2020 - $845,158) which equated to $0.00 loss per share (July 31, 2020 - $0.00 loss per share).

During the nine months ended July 31, 2021, the Company incurred $1,156,194 in expenditures primarily furthering the development of the Van Dyke and Schaft Creek copper projects, and the acquisition costs, the reclamation bond and expenses related to the 2021 exploration program for the Eaglehead copper project. Copies of the financial statements, notes, and related management discussion and analysis may be obtained on SEDAR at www.sedar.com, the Company's web site at www.copperfoxmetals.com or by contacting the Company directly. All references to planned activities and technical information contained in this news release have been previously announced by way of news releases. All amounts are expressed in Canadian dollars unless otherwise stated.

Elmer B. Stewart, President and CEO of Copper Fox stated, "During the Quarter, our primary focus was the Schaft Creek Preliminary Economic Assessment ("PEA") and advancing the Van Dyke copper project. Compilation of the historical data has significantly increased our understanding of the geometry, controls and potential to located additional polymetallic copper mineralization within the Eaglehead project. The large positive chargeability/resistivity anomalies outlined at Mineral Mountain demonstrate a strong correlation to copper-molybdenum mineralization exposed in outcrop and has provided the confidence to move the project to the drilling stage planned for early 2022."

2021 Q3 Highlights

  • Filed a National Instrument 43-101 Technical Report, containing a Mineral Resource Estimate Update for the Schaft Creek Property.
  • Advanced the PEA for the Schaft Creek project.
  • Completed an induced polarization survey on the Mineral Mountain copper project.
  • Compilation, geological modelling and commencement of the 2021 field program on the Eaglehead project.

After the Period End

  • Retained Montgomery & Associates to prepare a data gap analysis and conceptual Hydrogeological Model for the Van Dyke project.
  • Qualified to trade on the OTCQX® Best Market (trading symbol CPFXF) and retained the services of Stonegate Capital Partners, Inc. for an initial period of six months to provide investor relations services in the United States.
  • Announced the results of the PEA for the Schaft Creek project which yielded an after-tax net present value of US$842.1 million (on 100% basis using constant dollars) and internal rate of return of 12.9%, life of mine EBITDA of US$10.81 billion and free cash flow before recovery of initial capital expenditures of US$9.96 billion.

Warrant Exercised

During the nine months ended July 31, 2021, a total of 33,175,667 warrants were exercised for proceeds to the Company of $5,193,404.

Elmer B. Stewart, MSc. P. Geol., President of Copper Fox, is the Company's non-independent, nominated Qualified Person pursuant to National Instrument 43-101, Standards for Disclosure for Mineral Projects, and has reviewed and approves the scientific and technical information disclosed in this news release.

Selected Financial Results

July 31, 2021April 30, 2021January 31, 2021October 31, 2020
3 Months Ended3 Months Ended3 Months Ended3 Months Ended
Loss before taxes$205,040$343,256$199,324$299,017
Net loss205,040343,256199,324(291,983)
Comprehensive (gain) / loss 32,777842,711791,658(453,015)
Comprehensive (gain) / loss per share, basic and diluted0.000.000.00(0.00)
    
July 31, 2020April 30, 2020January 31, 2020October 31, 2019
3 Months Ended3 Months Ended3 Months Ended3 Months Ended
Loss before taxes$248,589$390,982$205,587$289,922
Net loss248,589390,982205,587188,765
Comprehensive (gain) / loss 940,165(406,527)110,398257,746
Comprehensive (gain) / loss per share, basic and diluted0.00(0.00)0.000.00

 

Liquidity

As of July 31, 2021, the Company's cash position was $3,781,225 (October 31, 2020 - $491,933).

About Copper Fox

Copper Fox is a Tier 1 Canadian resource company listed on the TSX Venture Exchange (TSXV: CUU) focused on copper exploration and development in Canada and the United States. The principal assets of Copper Fox and its wholly owned Canadian and United States subsidiaries, being Northern Fox Copper Inc. and Desert Fox Copper Inc., are the 25% interest in the Schaft Creek Joint Venture with Teck Resources Limited on the Schaft Creek copper-gold-molybdenum-silver project located in northwestern British Columbia, and the 100% ownership of the Van Dyke oxide copper project located in Miami, Arizona. For more information on Copper Fox's other mineral properties and investments visit the Company's website at www.copperfoxmetals.com.

For additional information please contact:
Lynn Ball at 1-844-464-2820 or 1-403-264-2820 or investor@copperfoxmetals.com

On behalf of the Board of Directors,

Elmer B. Stewart
President and Chief Executive Officer

Neither 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.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and forward-looking information within the meaning of the Canadian securities laws (collectively, "forward-looking information"). Forward-looking information in this news release include statements about our Van Dyke, Schaft Creek, Mineral Mountain and Eaglehead projects; filing a NI 43-101 Technical Report, Mineral Resource Estimate Update for the Schaft Creek Property; advancing the PEA for the Schaft Creek project; a data gap analysis and conceptual hydrogeological model for the Van Dyke project; acquisition of the Eaglehead project; compilation of data on the Eaglehead project; the 2021 program for the Eaglehead project and the results of a geophysical survey and planned drill program on the Mineral Mountain project.

In connection with the forward-looking information contained in this news release, Copper Fox and its subsidiaries have made numerous assumptions regarding, among other things: the geological, financial, and economic advice that Copper Fox has received is reliable and is based upon practices and methodologies which are consistent with industry standards; that the mineral reserve and resources estimates and the key assumptions and parameters on which such estimates are based are reasonable; the costs and results of planned exploration activities are as anticipated; and the stability of economic and market conditions. While Copper Fox considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.

Additionally, there are known and unknown risk factors which could cause Copper Fox's actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, the PEA on the Schaft Creek project may not be completed as planned or at all; the data gap analysis and conceptual hydrogeological model for the Van Dyke project may not be completed as planned or at all, the 2021 program for the Eaglehead project may not be completed as planned or achieve the desired results; the compilation of Eaglehead exploration results may not be realized; the geophysical survey on the Mineral Mountain project may not result in locating additional mineralization; a drilling program at Mineral Mountain may not be completed as planned or at all; the overall economy may deteriorate; uncertainty as to the availability and terms of future financing; copper prices and demand may fluctuate; currency exchange rates may fluctuate; conditions in the financial markets may deteriorate; trading prices of the Company's common shares may decrease below the exercise price of any outstanding warrants of the Company; and uncertainty as to timely availability of permits and other governmental approvals.

A more complete discussion of the risks and uncertainties facing Copper Fox is disclosed in Copper Fox's continuous disclosure filings with Canadian securities regulatory authorities at www.sedar.com. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Copper Fox disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events, or developments, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/97493

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Today’s News

Jayden Completes Continuation to British Columbia

 

Vancouver, B.C. – TheNewswire – September 23, 2021; Jayden Resources Inc., ("Jayden" or the “Company") (TSXV:JDN) announces that at the Company’s…

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Vancouver, B.C. - TheNewswire - September 23, 2021; Jayden Resources Inc., ("Jayden" or the “Company") (TSXV:JDN) announces that at the Company’s annual general and special meeting of shareholders held on July 21, 2021, the Company’s shareholders approved by special resolution the continuation of the Company from the Companies Law (2021 Revision) of the Cayman Islands into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia) (the “Continuation”), and the Company has completed the necessary amendments to the Company’s constating documents to ensure compliance with the Business Corporations Act (British Columbia).

The Continuation is intended to provide management of the Company with increased flexibility, and to reduce administrative costs. There have been no changes to the operations or activities of the Company in connection with the Continuation.

Effective at the market open on September 24, 2021, the common shares of the Company will continue to trade on the TSX Venture Exchange under the name Jayden Resources Inc., under the Company’s existing TSX Venture Exchange stock symbol “JDN”.

Holders of the Company’s current Ordinary Shares are now holders of Common Shares.  The Company’s new CUSIP and ISIN numbers to the Company’s Common Shares are 47208P105 and CA47208P1053 respectively.  A new share certificate for Common shares indicating the Company as a Company continued under the Business Corporations Act (British Columbia) will be issued in the normal course further to share transfers and other share transactions.  In the meantime, holders of existing share certificates that represent Ordinary Shares of the Company will continue to represent Common Shares of the Company.  The existing Ordinary common shareholders do not have to exchange their current share certificates for Common Share certificates with the Company’s transfer agent.

Details of the Continuation is more particularly set out in the Company’s Information Circular dated June 22, 2021 as SEDAR filed on June 22, 2021 in connection with the Company’s July 21, 2021 annual general and special meeting.

For further information about Jayden and this news release please contact Mike Thast at 778-331-2093 or visit Jayden’s website at www.jaydenresources.com.

On Behalf of the Board:

"David Eaton"
President &CEO

Neither 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.

Copyright (c) 2021 TheNewswire - All rights reserved.

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