TORONTO, Sept. 20, 2021 (GLOBE NEWSWIRE) — FenixOro Gold Corp () (OTCQB:FDVXF) (Frankfurt:8FD) is pleased to announce that Tom Obradovich, a notably successful and experienced mining investor and entrepreneur, has joined the Fenix Oro Advisory Committee.
Born and raised into a mining family in Kirkland Lake, Ontario, Mr. Obradovich is a graduate of the Haileybury School of Mines in Mining Technology and Advanced Field Geophysics. He has a wide range of experience in mining exploration, development and financing. Over a career of thirty-eight years he has enjoyed significant success as a number of projects he has been involved in have gone onto become producing mines acquired by major mining companies.
Tom cofounded Canadian Royalties Inc. which discovered and developed the Raglan South Nickel Belt. He then acquired most of the Matachewan Gold Camp and through a reverse takeover of Young-Davidson Mines, upgraded and doubled the resource. The company was subsequently acquired by Northgate Minerals and the project is currently producing over 200,000 oz of gold per year for( ).
He was also one of the founders of Aurelian Resources Inc. which discovered the Fruta Del Norte gold deposit in Ecuador and was subsequently acquired by Kinross Gold () for $1.2 Billion. The project is now producing approximately 400,000 oz of gold per year for ( ).
Mr. Obradovich became President and CEO of Barkerville Gold Mines in January of 2015 and led the management team to turn the company into a debt free mining and exploration vehicle with a market capital in excess of $200 million and $60 million in treasury when he resigned in July 2016. Barkerville was subsequently acquired by( ). He was also Lead Director of Dalradian Resources, a company that developed a multi-million ounce gold deposit in Northern Ireland and was subsequently sold for $560 million to Orion Mine Finance.
Tom is currently the Chairman of, a pure greenfields exploration company developing the Don Julio Project through a joint venture in San Juan Province, Argentina.
FenixOro CEO John Carlesso commented: “Tom Obradovich is a seasoned and highly respected veteran in the mining industry and we are very fortunate to have his support on the Advisory Committee. As we continue to grow and develop the Abriaqui gold deposit, Tom’s vast knowledge and experience will bring tremendous value to our decision-making process.”
The Company has granted 1,200,000 stock options to advisors and consultants. The options have an exercise price of 32 cents and expire 5 years from the grant date.
FenixOro Gold Corp is a Canadian company focused on acquiring and exploring gold projects with world class exploration potential in the most prolific gold producing regions of Colombia. FenixOro’s flagship property, the Abriaqui project, is the closest project to Continental Gold’s Buritica project. It is located 15 km to the west in Antioquia State at the northern end of the Mid-Cauca gold belt, a geological trend which has seen multiple large gold discoveries in the past 10 years including Buritica and Anglo Gold’s Nuevo Chaquiro and La Colosa. As documented in “NI 43-101 Technical Report on the Abriaqui project Antioquia State, Colombia” (December 5, 2019), the geological characteristics of Abriaqui and Buritica are similar. Since the preparation of this report a Phase 1 drilling program has been completed at Abriaqui resulting in a significant discovery of a high grade, “Buritica style” gold deposit. A Phase 2 drilling program has recently commenced.
FenixOro’s VP of Exploration, Stuart Moller, led the discovery team at Buritica for Continental Gold in 2007-2011. At the time of its latest public report, the Buritica Mine contains measured plus indicated resources of 5.32 million ounces of gold (16.02 Mt grading 10.32 g/t) plus a 6.02 million ounce inferred resource (21.87 Mt grading 8.56 g/t) for a total of 11.34 million ounces of gold resources Buritica began formal production in November 2020 and has expected annual average production of 250,000 ounces at an all-in sustaining cost of approximately US$600 per ounce. Resources, cost and production data are taken from Continental Gold’s “NI 43-101 Buritica Mineral Resource 2019-01, Antioquia, Colombia, 18 March, 2019”). Continental Gold was recently the subject of a takeover by Zijin Mining in an all-cash transaction valued at C$1.4 billion.
EMX Closes the Royalty Portfolio Acquisition from SSR Mining
Vancouver, British Columbia–(Newsfile Corp. – October 21, 2021) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (FSE: 6E9) (the "Company",…
Vancouver, British Columbia–(Newsfile Corp. – October 21, 2021) –(NYSE American: EMX) ( ) (FSE: 6E9) (the “Company“, or “EMX“) is pleased to announce that it has closed the acquisition of a portfolio of royalty interests and deferred payments (the “Royalty Portfolio“) from and certain of its subsidiaries (“SSR Mining“) (see EMX news release dated July 29, 2021). The Royalty Portfolio consists of 16 geographically diverse royalties, with four royalty assets at advanced stages of project development, and includes U.S. $18 million in future cash payments to be made to the owner of the Royalty Portfolio (see Figure 1 and Table 1). EMX has paid U.S. $33 million in cash and issued 12,323,048 million common shares of the Company valued at U.S. $32.5 million to SSR Mining. EMX will also make deferred and contingent payments to SSR Mining of up to U.S. $34 million if certain project advancement milestones are achieved.
Together with other recent advancements in EMX’s global royalty portfolio and strengthening of cash flows across the Company’s operations, the SSR transaction represents a key step in EMX’s continued development as a leading royalty company.
The portfolio highlights include two royalties at Gediktepe in Turkey, which cover assets currently being developed by Lidya Madencilik Sanayi ve Ticaret A.Ş. (“Lidya“), a private Turkish company. These include a 10% NSR royalty on production from an oxide gold-silver deposit and a 2% NSR royalty on the underlying polymetallic volcanogenic massive sulfide (“VMS“) mineralization. Lidya expects that initial production from Gediktepe will commence in late 2021. The Royalty Portfolio also includes advanced stage project royalties at Yenipazar (Turkey) and Diablillos (Argentina) (see summaries below), with the remaining royalty interests covering both precious metal and base metal assets in South America, Mexico, the United States (Nevada), and Canada.
The number of royalties acquired by EMX was reduced from 18 (as originally contemplated) to 16, as the operator of two royalty properties in Mexico exercised rights of first refusal to acquire the royalties under the terms of their existing royalty agreements. The total consideration for those two properties was U.S. $530,000, which has been deducted as a purchase price adjustment from the share consideration that the Company has paid. The Company also entered into a Vendor-take-back note (VTB Note) with SSR Mining pursuant to which the Company has borrowed U.S. $7.8 million from SSR Mining. The proceeds of the VTB Note will be utilized to cover VAT liability which will arise upon completion of the acquisition of the Gediktepe royalties. The VAT will be recovered by the Company’s Turkish subsidiary holding the Gediktepe royalties over the next two to three years.
With the closing of the Royalty Portfolio acquisition, EMX continues to significantly strengthen its global portfolio of royalties. Gediktepe is one of several EMX royalty properties that are expected to commence commercial production during Q4, 2021. The others include the Timok development project in Serbia, where the Cukaru Peki high grade copper-gold deposit is being put into production by Zijin Mining Group Co. Ltd., and Balya North, a polymetallic Carbonate Replacement Deposit (“CRD”) in western Turkey being developed by Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş., a private Turkish company. The Cukaru Peki royalty was acquired by EMX in 2013 shortly after discovery of the deposit, and Balya North is an organically generated EMX royalty.
EMX’s Leeville royalty in Nevada has delivered increased cash flows in recent months, with royalty production proceeds now being received from the Four Corners and Carlin East mining areas in addition to other areas on the royalty property. Together with cash flow already being received from its recently purchased Caserones copper-molybdenum royalty in Chile, EMX anticipates a significant increase in royalty revenue in 2022 from multiple assets that span four continents. See the EMX website (www.EMXroyalty.com) for further project and portfolio details.
Commercial Terms Overview. EMX paid U.S. $33 million in cash and issued 12,323,048 million common shares to SSR Mining. The number of common shares issued by EMX to SSR Mining was based on the volume-weighted average price (“VWAP“) of the shares on the NYSE American stock exchange for the 20 days prior to the date of completion of the transaction (the “Closing Date“). All such shares are subject to a hold period of four months and one day from the Closing Date. SSR Mining now owns an approximate 12% undiluted equity interest in EMX.
Additional deferred payments of up to U.S. $34 million may be made by EMX to SSR Mining in consideration for the Net Profits Interest (“NPI“) royalty on the Yenipazar property. These will be payable as follows: (i) U.S. $2,000,000 in EMX common shares based on the 20-day VWAP prior to the date of commencement of construction of a mill or any other improvements to be used for the mining, handling, milling, beneficiation or other processing of certain mineral products on the Yenipazar property; (ii) U.S. $2,000,000 in EMX common shares based on the 20-day VWAP prior to the date of commencement of commercial production at the Yenipazar property; (iii) U.S. $15,000,000 in cash, payable when EMX has received U.S. $10,000,000 in net profits interest payments under the Yenipazar NPI royalty; and (iv) U.S. $15,000,000 in cash, payable when EMX has received a second U.S. $10,000,000 in net profits interest royalty payments under the Yenipazar NPI royalty. All shares issued as consideration for the Yenipazar NPI interest will be subject to a hold period of four months and one day from the date of issue, and the issuance of such shares is subject to TSX Venture Exchange approval.
The VTB Note totals U.S. $7.85 million, bears interest at 10% per annum for the first 180 days, and will increase to 13% per annum thereafter. The VTB Note has a maturity date of December 31, 2022. The proceeds of the VTB Note have been utilized for the payment of VAT associated with the sale of the Gediktepe royalty. The VTB Note is unsecured and subordinated to the Sprott Credit Facility which was drawn to help fund the Company’s acquisition of the Caserones royalty. The Company will recover the VAT totaling U.S. $7.85 million over a two to three year period as royalty income is earned in Turkey.
Royalty Portfolio Overview. As summarized in Figure 1 and Table 1, the Royalty Portfolio spans approximately 68,000 hectares across seven countries on three continents. Summaries for Gediktepe, Yenipazar and Diablillos are provided here, and further information on the Royalty Portfolio and other EMX assets can be found at www.EMXroyalty.com. Only the royalty over the Gediktepe property in Turkey is material to EMX at the present time. EMX is currently preparing a technical report on the Gediktepe property to be filed on SEDAR.
Gediktepe NSR Royalties, Western Turkey: Gediktepe comprises a polymetallic VMS system with precious metal, copper, and zinc rich domains. These include an upper-level oxide gold-silver deposit and an underlying polymetallic sulfide deposit.
The EMX Gediktepe royalties consist of: (i) a perpetual 10% NSR royalty over metals produced from the oxide gold-silver deposit after cumulative production of 10,000 gold-equivalent oxide ounces; and (ii) a perpetual 2% NSR royalty over metals produced from the sulfide zone (predominantly copper, zinc, lead, silver and gold), payable after cumulative production of 25,000 gold-equivalent sulfide ounces.
The Gediktepe property is the subject of an NI 43-101 Prefeasibility study entitled “Gediktepe 2019 Prefeasibility Study” prepared by OreWin Pty Ltd. on behalf of Alacer Gold Corp. with an effective date of Mar. 26, 2019 (the “Gediktepe Report“). The Gediktepe Report is filed on SEDAR and contains historical mining reserve and resource estimates (summarized in Tables 2.1 and 2.2).
Yenipazar NPI Royalty, Central Turkey: The Yenipazar polymetallic VMS deposit is being advanced by Virtus Mining Ltd. (“Virtus”), a private Turkish company in which Trafigura Ventures V BV is a 30% interest holder. The Yenipazar deposit was discovered in the 1990’s and is the subject of a 2013 feasibility study authored on behalf of Aldridge Minerals Inc. This document is filed on SEDAR and contains historical mining reserve and resource estimates. Virtus recently updated the feasibility study for Yenipazar and is currently seeking project financing for development of the project.
EMX now retains an NPI royalty that is set at 6% until U.S. $165 million in revenues are received by the Company, after which the NPI converts to a 10% interest.
Diablillos NSR Royalty, Argentina. EMX controls a 1% NSR royalty on the Diablillos property, a deeply oxidized, high-sulfidation epithermal silver-gold deposit located in the mining friendly Province of Salta in the Argentine Puna region. Operator( , “AbraSilver“) has an option to acquire 100% of the Diablillos property, with one outstanding payment due to EMX on the earlier of the date on which commercial production occurs at Diablillos or July 31, 2025.
AbraSilver recently (September 2021) disclosed updated open pit constrained resource estimates for the Diablillos project’s Occulto deposit as:
- Measured and Indicated Resources of 41.193 million tonnes grading 68 g/t silver and 0.76 g/t gold, yielding 90.165 million ounces of contained silver and 1.002 million ounces of contained gold, and
- Inferred Resources of 2.884 million tonnes grading 34 g/t silver and 0.70 g/t gold, yielding 3.181 million ounces of contained silver and 66 thousand ounces of contained gold.
This updated mineral resource represents a 37% increase in contained gold ounces and an 11% increase in contained silver from the previous historical resource estimate delineated in a Technical Report dated April 16, 2018. An updated Diablillos PEA is expected to be completed by AbraSilver in Q4 2021. AbraSilver continues to drill and explore multiple areas of mineralization on the property, and EMX sees excellent upside potential on the property.
Eric P. Jensen, CPG, a Qualified Person as defined by National Instrument 43-101 and an employee of the Company, has reviewed, verified, and approved the disclosure of the technical information contained in this news release.
About EMX. EMX is a precious, base and battery metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company’s common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol “EMX”, as well as on the Frankfurt exchange under the symbol “6E9”. Please see www.EMXroyalty.com for more information.
About SSR Mining.is a leading, free cash flow focused intermediate gold company with four producing assets located in the USA, Turkey, Canada, and Argentina, combined with a global pipeline of high-quality development and exploration assets in the USA, Turkey, Mexico, Peru, and Canada. SSR Mining is listed under the ticker symbol SSRM on the NASDAQ and the TSX, and SSR on the ASX.
For further information contact:
David M. Cole
President and Chief Executive Officer
Phone: (303) 979-6666
Director of Investor Relations
Phone: (303) 973-8585
Investor Relations (Europe)
Phone: +49 178 4909039
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain “forward looking statements” that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding the amount and timing of royalty payments, perceived merits of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures and operating costs, timelines, strategic plans, market prices for and recoveries of precious and base metal, mine life and production rates, or other statements that are not statements of fact. When used in this news release, words such as “estimate,” “intend,” “expect,” “anticipate,” “will”, “believe”, “potential”, “upside” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to: : failure of the counterparties to royalty agreements to make required payments, or to make such payments in a timely manner, unavailability of financing, failure to identify commercially viable mineral reserves, fluctuations in the market valuation for commodities, difficulties in obtaining required approvals for the development of a mineral project, increased regulatory compliance costs, expectations of project funding by joint venture partners and other factors.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified in this news release, and other risk factors and forward-looking statements listed in the Company’s MD&A for the quarter ended June 30, 2021 and the year ended December 31, 2020 (the “MD&A”), and the most recently filed Revised Annual Information Form (the “AIF”) for the year ended December 31, 2020, actual events may differ materially from current expectations. More information about the Company, including the MD&A, the AIF and financial statements of the Company, is available on SEDAR at www.sedar.com and on the SEC’s EDGAR website at www.sec.gov.
Figure 1: Locations of assets in EMX’s Royalty Portfolio acquired from SSR Mining
To view an enhanced version of Figure 1, please visit:
|Table 1: Assets included in the EMX Royalty Portfolio acquired from SSR Mining|
|Advanced and Development Stage Assets|
|Gediktepe Oxide||Turkey||10% NSR||Lidya Madencilik||Private||Au-Ag|
|Gediktepe Sulfide||Turkey||2% NSR||Lidya Madencilik||Private||Cu-Zn-Au-Ag|
|Yenipazar||Turkey||6% – 10% NPI||Virtus Mining||Private||Au-Ag-Zn-Cu-Pb|
|Diablillos||Argentina||1% NSR||AbraSilver Resource||Ag-Au|
|Resource Stage Assets|
|Berenguela||Peru||1.00% – 1.25% NSR||Mn-Ag-Cu-Zn|
|San Marcial||Mexico||0.75% NSR||GR Silver||Ag-Zn-Pb-Au|
|Tartan Lake||Canada||2% NSR||Au|
|Exploration Stage Assets|
|Brooks Property||U.S.||4% NSR||Nevada Gold Mines||Barrick Gold Corp and Newmont Corp J.V.||Au|
|E&L Nickel Mountain||Canada||1% NSR||Ni-Cu|
|El Mogote||Mexico||2% NSR||Industrias Peñoles||BMV(Mexico):PE&OLES||Au-Ag|
|Hunter 1-12||Canada||2.5% NSR||Corp||Au|
|Juncal and La Flora||Chile||1% NSR||-ASX:AGD||Ag-Pb-Zn-Cu|
|M18/Aguas Perdidas||Argentina||1% NSR||AbraSilver Resource||Ag|
|San Agustin Sulfides||Mexico||2% NSR||Au|
|Silver Peak||U.S.||1.5% NSR||International Millennium||TSX-V:MSC||Ag-Au|
|Future Cash Payments (payable by operator to royalty holder)|
|Asset||Location||Payment||Operator||Timing/Trigger of Payment|
|Diablillos||Argentina||U.S. $7.00 million||AbraSilver Resource||Payable upon earlier of (i) commencement of commercial production or (ii) July 31, 2025|
|Berenguela||Peru||U.S. $2.25 million||Payable upon First Anniversary of Initial Closing Date of Berenguela royalty agreement|
|Berenguela||Peru||U.S. $2.50 million||Payable upon Second Anniversary of Initial Closing Date of Berenguela royalty agreement|
|Berenguela||Peru||U.S. $3.00 million||Payable upon Fourth Anniversary of Initial Closing Date of Berenguela royalty agreement|
|Berenguela||Peru||U.S. $3.25 million||Payable upon Final Closing Date of Berenguela royalty agreement (November 30, 2026)|
|Table 2.1 Historical mineral resources reported in the 2019 Gediktepe Prefeasibility Study|
|MEASURED + INDICATED|
|Total Measured + Indicated||30,216||0.90||30.7||0.81||1.57||0.34||878||29,790||243||475|
- Mineral Resources were reported according to CIM guidelines and definitions.
- The Effective Date for the Mineral Resource estimates is March 5, 2019.
- Mineral Resources were estimated within geologic domains by either ordinary kriging or inverse distance.
- Mineral Resources were reported at NSR cut-offs of U.S. $20.72/t for oxide and U.S. $17.79/t for sulphide using the mineral reserve metal prices (see Table 2.2) x 1.14 (+14%) and variable metal recoveries according to material and mineralization type (refer to Gediktepe 2019 Prefeasibility Study for details).
- The Mineral Resources have been constrained using an optimised pit shell to reflect reasonable prospects of economic extraction.
- Mineral Resources that are not classified as Mineral Reserves do not have demonstrated economic viability.
- Mineral Resources are inclusive of Mineral Reserves, except for mining losses and grade dilution, which were determined through re-blocking of the resource model after calculation of the Mineral Resources.
- The Mineral Resources are quoted on a 100% project basis.
The foregoing are “Historical Estimates” within the meaning of NI 43-101. Source: Section 14 of the NI 43-101 pre-feasibility study technical report titled “Gediktepe 2019 Prefeasibility Study” prepared by OreWin Pty Ltd. and filed on SEDAR by Alacer with an effective date of March 26, 2019.
A qualified person has not performed sufficient work to classify the historical resource estimates as current mineral resources, and EMX is not treating the historical estimates as current. Significant data compilation, confirmation drilling, re-sampling and data verification may be required by a qualified person before the historical estimates can be classified as current mineral resources. The historical resource estimates are considered to be reliable and relevant and are presented for the purpose of describing the extent and nature of mineralization as presently understood. The historical resource estimates should not be relied upon until verified.
|Table 2.2 Historical mineral reserves reported in the 2019 Gediktepe Prefeasibility Study|
|Category||Tonnage (kt)||Grade||Contained Metal|
|Proven + Probable||2,755||2.34||56.7||–||–||207||5,020||–||–|
|Proven + Probable||18,580||0.85||31.8||0.92||1.98||509||19,008||170||368|
- Mineral Reserves were reported according to CIM guidelines and definitions.
- The Effective Date for the Mineral Reserve estimates is March 5, 2019.
- Mineral Reserves were reported using a NSR cut-off based on metal prices of $1,300/oz Au, $18.5/oz Ag, $3.30/lb Cu, and $1.28/lb Zn, smelter terms for treatment and refining charges and transport including ocean freight for sulphide ore concentrates.
- The recovery factors used to calculate the Mineral Reserves vary according to material and mineralization type (refer to section 15 of the Gediktepe 2019 Prefeasibility Study for further details).
- Cut-offs applied: oxide ore $20.67/t and sulphide ore $17.74/t. Additionally, enriched mineralisation with a Cu/Zn grade ratio < 0.75 is considered to be waste.
- Metal prices used for economic analysis to demonstrate the Mineral Reserve are Au $1,315/oz, Ag $18.0/oz, Cu $3.20/lb and Zn $1.10/lb.
- Reported Mineral Reserves incorporate and include designed open pit mining losses and grade dilution that are not reported in the Mineral Resource.
- Only Measured Mineral Resources (and dilution) were used to report Proven Mineral Reserves and only Indicated Mineral Resources (and dilution) were used to report Probable Mineral Reserves.
- Mineral Reserves are a subset of, not additive to, the Mineral Resources and are quoted on a 100% project basis.
- All monetary figures are in USD.
The foregoing are “Historical Estimates” within the meaning of NI 43-101. Source: Section 15 of the NI 43-101 pre-feasibility study technical report titled “Gediktepe 2019 Prefeasibility Study” prepared by OreWin Pty Ltd. and filed on SEDAR by Alacer with an effective date of Mar. 26, 2019. For further details on other parameters utilized in the estimates, the reader is referred to Section 15 of the Gediktepe Report.
A qualified person has not performed sufficient work to classify the historical reserve estimates as current mineral reserves, and EMX is not treating the historical estimates as current mineral reserves. Significant data compilation, confirmation drilling, re-sampling, data verification and updating of metal prices, engineering assumptions, and economic parameters may be required by a qualified person before the historical estimates can be classified as current. The historical reserve estimates are considered to be reliable and relevant, and are presented for informational purposes to describe the extent and nature of mineralization on the project as presently understood. The historical reserve estimates should not be relied upon until verified.
 As reported in AbraSilver’s news release dated September 15, 2021, and with an effective date of September 8, 2021. The Occulto mineral resources were estimated by independent Qualified Person Ms. Munoz of Mining Plus Consultants, and reported to CIM Definition Standards (2014). The resources were estimated using Ordinary Kriging within wireframed mineralized zones and reported within an optimized open pit based upon a) updated metal prices of $1750/oz gold and $25/oz silver and b) costs and variably calculated recoveries from previous studies (refer to the 2018 Diablillos Project Technical Report for details). The mineral resources were reported within a Whittle pit shell at a cutoff of 35 g/t silver equivalent (AgEq g/t =Ag g/t + (Au g/t *70)).
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/100509
Sphinx Resources Ltd. Announces Proposed Transaction with Barlow Mine Inc.
MONTREAL, QC / ACCESSWIRE / October 21, 2021 / Sphinx Resources Ltd. (TSXV:SFX) ("Sphinx") announced today that it has entered into a letter of intent…
MONTREAL, QC / ACCESSWIRE / October 21, 2021 /( ) (“Sphinx”) announced today that it has entered into a letter of intent dated October 20, 2021 with Barlow Mine Inc. (“Barlow”), incorporated under the laws of Québec, pursuant to which Sphinx and Barlow intend to complete a business combination (the “Proposed Transaction”), in accordance with Policy 5.2 of TSX Venture Exchange (the “Exchange”).
Summary of the Proposed Transaction
The Proposed Transaction is an arm’s length reverse takeover of Sphinx within the meaning of Policy 5.2 of the Exchange and is subject to a number of conditions precedent, including a due diligence of Barlow, a private placement described hereinafter and the receipt of all requisite regulatory and corporate and shareholder approvals, including that of the Exchange.
Pursuant to the Proposed Transaction, Sphinx shall proceed to an approximately 27:1 common share consolidation in order to reduce its outstanding common shares to approximately 6,000,000 and shall acquire all of the issued and outstanding common shares in the share capital of Barlow for a total consideration of approximately $12,000,000 payable through the issuance of approximately 24,000,000 common shares in the share capital of Sphinx (after consolidation).
Barlow was incorporated under the QBCA on December 10, 1987. Barlow is a private mineral exploration company focused on developing an environmentally friendly, vertically integrated pig iron production operation. Barlow is an evaluation-stage corporation which fully owns, without any royalties, four iron ore properties in the Canadian mining region of Abitibi, Québec: the Iron Hill (Montgolfier) (6,854 ha), the Orvilliers (Montgolfier Western Extension) (4,066 ha), the Adam River (2,843 ha) and the Adam Gold (167 ha) (the “Projects”). The Projects host large resources with favourable production metrics. No securities of Barlow are currently publicly traded on any stock exchange and Barlow is not a reporting issuer in any jurisdiction.
The address of Barlow’s corporate office is 1000-1255, rue Peel, Montréal, Québec H3B 2T9.
Financial position of Barlow
The audited financial statements of Barlow for the year ended December 31, 2020 reveals total assets of $100,596, total liabilities of $28,382, a loss of $149,045 and an accumulated deficit of $11,280,202.
Concurrent to the Proposed Transaction, Barlow shall have completed a brokered private placement for a minimum of $4,000,000 and a maximum of $6,000,000 (the “Private Placement“). Pursuant to the Private Placement, Barlow will issue subscription receipts (the “Subscription Receipts“). At closing of the Proposed Transaction, each Subscription Receipt will automatically be converted into one unit (a “Unit“) consisting of one common share and one half warrant (“Warrant“) of the resulting issuer (the “Resulting Issuer”). Each whole Warrant will entitle the holder thereof to acquire one additional common share of the Resulting Issuer for a period of 24 months from the issuance of the Units. The Resulting Issuer will use the proceeds of the Private Placement to fund its working capital and its mining activities.
The closing of the brokered Private Placement will be conditional upon, among other things, the agent’s being satisfied that all of the conditions of the Exchange as to the completion of the Proposed Transaction have been satisfied or waived by the Exchange (other than the closing of the concurrent Private Placement), the completion of satisfactory due diligence by the agent, the receipt of all necessary corporate and regulatory approvals, and the execution of a definitive agency agreement among the agent and Barlow.
Board of directors and senior management of the Resulting Issuer
It is currently contemplated that on completion of the Proposed Transaction and the receipt of the requisite approvals from the applicable regulatory authorities, including approval of the Exchange, there will be five directors of the Resulting Issuer, consisting of: Pierre Bérubé, Pierre d’Aragon; Daniel Deschambault, Guy Dufresne and Pierre-André Viens.
It is further anticipated that Daniel Deschambault will be appointed President and Chief Executive Officer, Guy Dufresne will be appointed as Chair of the Board of Directors and Ingrid Martin will be appointed as Vice-President Finance and Chief Financial Officer.
The following is a brief description of the background and experience of the proposed directors and management of the Resulting Issuer:
Mr. Bérubé, Eng. (Geology), is a director of Barlow and has been the President and CEO of Abitibi Geophysics Inc., a mining exploration services company, for over 20 years. Abitibi Geophysics Inc. provides a full range of ground and borehole geophysical survey services worldwide, as well as consulting interpretation, using time-domain electromagnetics, deep TDEM, frequency-domain electromagnetics, resistivity/induced-polarization 2-D and 3-D, gravity/GPS, magnetics, gamma-ray spectrometry, and borehole logging.
Mr. d’Aragon, BScA (Mechanical), MBA, is President and the Founder of Barlow Mine Inc. He is a former Director at Québec Explorer, Ojibway Resources Inc., Diabex Resources Inc. and Q.E.X. Resources Inc., mining exploration companies.
Mr. Deschambault, CPA, CA, is the President, CEO and a director of Sphinx. He has been a member of the Chartered Public Accountants for 35 years and was a Certification Partner for 22 years for a major Canadian firm. He has acquired solid experience in the mining field and more particularly in mining exploration and also participated in mergers, acquisitions and sale of companies.
Mr. Dufresne, Eng. (Civil), S.M., MBA is the Chairman of Barlow Mine Inc.He was the President and CEO of Québec Cartier Mining Inc. (now part of ArcelorMittal Mines Canada G.P.). In addition, he is also a former Chairman of Cambior, a former Director ofand a former Chairman of the Canadian Mining Association.
Mr. Viens, CFA, ing., MBA, M.Sc., GSPD, is the CFO and a director of Sphinx. He is also Director and Vice-President, Finance of CMAC-Thyssen Global Holding Inc., where he is in charge of financing and corporate development. Previously, Mr. Viens worked for Xstrata Nickel at the Koniambo nickel mine and at the Raglan mine as Project Manager, Operational Performance and Corporate Development Engineer respectively. Mr. Viens holds an MBA, a master’s degree in mineral economics (mining engineering department), a bachelor’s degree in business administration (Finance) and a bachelor’s degree in mining engineering, all from Université Laval. Mr. Viens is a member of the Ordre des ingénieurs du Québec and holds the CFA designation.
Ms. Martin, CPA, CA, will be the Chief Financial Officer of the Resulting Issuer. Since 2004, she has been involved with several mining and exploration organizations in Québec and has considerable expertise in finance and business acquisitions. Ms. Martin holds a bachelor in business management from HEC in Montréal, Québec. She has been a member of the Ordre des comptables professionnels agrées du Québec since 1990.
Specific conditions related to the closing
The specific conditions that must be met in relation to the closing of the Proposed Transaction are: (i) the Resulting Issuer must meet the minimum listing requirements of a Tier 2 issuer according to the Exchange policies up to and including the date on which the Exchange will issue its final approval; (ii) the completion of a due diligence of Sphinx to the complete satisfaction of Barlow; (iii) the completion of a due diligence of Barlow to the complete satisfaction of Sphinx; (iv) the completion of the Private Placement; (v) the execution of an amalgamation agreement, to include appropriate representations and warranties of both parties, as well as other terms and conditions customary to a transaction of this nature including, without limitation, covenants, indemnification and confidentiality provisions; (vi) the Proposed Transaction must be approved by the board of directors and the shareholders of both parties and must be accepted as such by the Exchange; and (vi) no material change must occur in the business and operations of Barlow and Sphinx.
Sponsorship of a similar transaction is required by Policy 2.2 of the Exchange’s Corporate Finance Manual unless exempt in accordance with Exchange policies. Sphinx intends to apply for an exemption from sponsorship requirements. However, there is no assurance that Sphinx will be able to obtain such exemption.
Sphinx is a mineral exploration company that focuses its activities in Québec in search of deposits of precious metals (gold, silver, palladium and platinum) and base metals (copper, zinc and lead).
For further information, please consult Sphinx’s website or contact:
President and Chief Executive Officer of Barlow
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or 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 Sphinx should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
View source version on accesswire.com:
Happy Creek closing of Non-Brokered Private Placement
Vancouver, British Columbia – TheNewswire – October 21, 2021 – Happy Creek Minerals Ltd. (TSXV:HPY) (“Happy Creek” or the “Company”) further…
Vancouver, British Columbia – TheNewswire – October 21, 2021 – ( ) (“Happy Creek” or the “Company”) further to the Company’s release earlier today announcing that the non-brokered private placement had closed, there is a correction to the number of finder’s warrants issued, 1,200 not 12,000 finder’s warrants were issued. All other terms remain the same.
On behalf of the Board of Directors,
President and Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
Peter Hughes, President and Chief Executive Officer
Office: Phone: (604) 662-8310
Email: [email protected]
Walter Segsworth, Executive Chair
Email: [email protected]
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 press release contains “forward-looking information” within the meaning of applicable securities laws, including statements that address capital costs, recovery, grade, and timing of work or plans at the Company’s mineral projects. Forward-looking information may be, but not always, identified by the use of words such as “seek”, “anticipate”, “foresee”, “plan”, “planned”, “continue”, “expect”, “thought to”, “project”, “predict”, “potential”, “targeting”, “intends”, “believe”, “opportunity”, “further” and others, or which describes a goal or action, event or result such as “may”, “should”, “could”, “would”, “might” or “will” be undertaken, occur or achieved. Statements also include those that address future mineral production, reserve potential, potential size or scale of a mineralized zone, potential expansion of mineralization, potential type(s) of mining, potential grades as well as to Happy Creek’s ability to fund ongoing expenditure, or assumptions about future metal or mineral prices, currency exchange rates, metallurgical recoveries and grades, favourable operating conditions, access, political stability, obtaining or renewal of existing or required mineral titles, licenses and permits, labour stability, market conditions, availability of equipment, accuracy of any mineral resources, anticipated costs and expenditures. Assumptions may be based on factors and events that are not within the control of Happy Creek and there is no assurance they will prove to be correct. Such forward-looking information involves known and unknown risks, which may cause the actual results to materially differ, and/or any future results expressed or implied by such forward-looking information. Additional information on risks and uncertainties can be found within Financial Statements, Prospectus and other materials found on the Company’s SEDAR profile at www.sedar.com. Although Happy Creek has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Happy Creek withholds any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by law.
Copyright (c) 2021 TheNewswire – All rights reserved.
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