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Mich Resources Enters Into Definitive Agreements to Acquire Advanced Copper Exploration Project in Peru Via Reverse Takeover

Mich Resources Enters Into Definitive Agreements to Acquire Advanced Copper Exploration Project in Peru Via Reverse Takeover
Canada NewsWire
VANCOUVER, BC, Nov. 8, 2021

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Mich Resources Enters Into Definitive Agreements to Acquire Advanced Copper Exploration Project in Peru Via Reverse Takeover

Canada NewsWire

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

CSE – MICH

VANCOUVER, BC, Nov. 8, 2021 /CNW/ – Mich Resources Ltd. (CSE – MICH) (the “Company“) is pleased to announce that further to its news release dated July 30, 2021, the Company has entered into definitive agreements (the “Definitive Agreements“) with each of Pembrook Copper Corp. (“Pembrook“) and Minera Andina de Exploraciones SAA (“Minandex“) for the acquisition of the advanced stage Pecoy exploration copper project (the “Pecoy Project“) located in Peru (the “Transaction“).

About the Pecoy Project

The Pecoy Project is an advanced exploration copper project located one hundred and fifty kilometres northwest of Arequipa, within the Cretaceous Copper Porphyry Belt of Peru, host to the Zafranal Cu porphyry (Teck Resources Limited and Mitsubishi Materials Corporation) located approximately 100 kilometers to the southeast of the project.

The Pecoy project is located within the Peruvian coastal desert region which grades into the Atacama desert further south in Chile.  Topography within the project area ranges from 800m at the Rio Ocoña, to slightly more than 4,000m at the highest ridges.  Within the area of mineralization, the relief ranges from 1650m to 2200m.  There is no infrastructure in the immediate project area, but water is available from the Rio Ocoña delta some 8 km to the west, and power is available from the national grid 100 km from site.  The site also has excellent road access to a number of nearby seaports for shipping of concentrates.

The combined Project area consists of approximately 13,300 hectares.   Exploration on the Property dates back to 2009, and consists of 48,500m of diamond drilling in 121 drill holes completed by previous operators including Pembrook.  The project database consists of 1,222 downhole surveys, and 23,210 assays.  The average drill spacing is about 118m in the main mineralized zone on the Pembrook property, and 80m on the Minandex (Ocaña) side.  The project database also includes quality control data including blanks, standards and duplicates.

In 2018 Pembrook engaged Micon International to prepare a Canadian National Instrument 43-101 compliant Technical Report and mineral resource estimate, however as a non-reporting Issuer the report was never filed on SEDAR.  The 2018 Technical Report considers 2 mining scenarios: the first being a pit constrained to the Pembrook owned concessions only, and the second assuming the adjacent Minandex (Arirahua, formerly named Ocaña) ground is available for pit expansion excluding any resources on the adjacent land.

These assumptions led to two historical mineral resource estimates as shown in Table 1 below.

Table 1
Historical Inferred Mineral Resource Estimates as reported by Micon International (2018)

Scenario

k Tonnes1

Cu (%)

Mo(%)

Au (ppm)

Ag (ppm)

Pembrook Only

473,000

0.33

0.012

0.03

1.18

Pembrook/Ocaña

721,000

0.34

0.011

0.05

1.27

Notes:

1 – above a cutoff of 0.25% Cu

2 – based on the following metal prices – Cu ($3.25), Mo ($8.00), Au ($1,400), Ag ($20.00)

3 – based on the following metal recoveries – Cu (88-90%), Mo (70-72%), Au (40-54%), Ag (52-80%)

4 – the Qualified Person for this estimate is Christopher Keech, P.Geo. of CGK Consultants

5 – Effective date of the resource estimate is May 1, 2018

The Micon estimate was prepared to CIM (May 2014) standards for the reporting of mineral resources and in accordance with CIM Best Practice Guidelines.  The mineral resources were calculated in a 3-dimensional block model using commercial mine planning software.  Resource classifications were assigned in accordance with CIM guidance.

The Company considers the Micon 2018 estimate to be a historical estimate since it was never filed on SEDAR.  It should be noted that a qualified person has not done sufficient work to classify the historical estimate as current mineral resources, and the Company is not treating the historical estimate as current mineral resources.

The Company intends to verify the historical estimate and has carried out a site visit to the Pecoy Project as part of its work to complete an updated Technical report with current mineral resources.  Verification of the Micon 2018 resource is expected to be straightforward as the core and pulps are available at the Pecoy site, the drilling database is available along with original surveys and assay certificates.

The Pecoy Project to be acquired by the Company is comprised of all rights and title of the Pecoy Project currently held indirectly by Pembrook and Minandex.  Additionally, Minandex is the owner of certain lands adjoining the Pecoy Project which will be optioned to the Company concurrently with the closing of the Transaction.

Transaction Details

The Transaction will constitute a reverse take-over of Mich when completed. The Company intends on seeking approval for the listing of the Company’s shares on the TSX Venture Exchange (the “Exchange“) and concurrent voluntary delisting of the Company’s shares on the Canadian Securities Exchange (the “CSE“).

As consideration for Pembrook and Minandex’s interests in the Pecoy Project, the Company will pay the amount of USD $2,000,000 and issue 121 million common shares of the Company to the shareholders of Pembrook and to Minandex.  As finders fees, the Company will issue 6.4 million shares to UMS Projects LP, as well as and aggregate 2.6 million shares to Fiore Management & Advisory Corp. and Winchester Securities Corp.

Pursuant to the Definitive Agreements, completion of the Transaction is subject to a number of conditions, including but not limited to: (i) the approval of all regulatory bodies having jurisdiction in connection with the Transaction (including Exchange approval); (ii) completion of a subscription receipt financing for minimum aggregate proceeds of $15,000,000 (the “Financing“); and (iii) approval of the shareholders of Pembrook, and if required, the Company’s shareholders.  There can be no assurance that the Transaction will be completed as proposed or at all. The Company intends on applying for an exemption from any Exchange sponsorship requirements.

It is anticipated (and without taking into account the Financing), that Minandex and the shareholders of Pembrook will hold approximately 70% of the approximately 173 million common shares of the Company (excluding dilutive securities) following closing of the Transaction (the “Resulting Issuer“).

Upon completion of the Transaction, the Resulting Issuer will continue to carry on the business of exploration and development of the Pecoy Property under the Company’s existing name or such other name as may be approved by the board of directors of the Resulting Issuer and the stock exchange.

Trading of the common shares of the Company has been halted, and will remain halted until closing of the Transaction which is currently targeted for December, 2021.

Further details of the Transaction and related transactions, including the proposed executive management and board of directors of the Resulting Issuer will be disclosed in future news releases.

The Qualified Person responsible for the technical content in this release is Dr David Stone, P.Eng., an independent consultant to the Company.

About the Company

The Company is a British Columbia public company with a registered office at 25th Floor, 700 West Georgia Street, Vancouver, BC, V7Y 1C3. The Company’s common shares are listed on the Exchange under the trading symbol “MICH” and reporting in British Columbia and Ontario. The Company is principally engaged in the acquisition and exploration of mineral properties.

About Pembrook

Pembrook is a British Columbia private company with a head office located at 500-666 Burrard Street, Vancouver, British Columbia.  Concurrently with or prior to the closing of the Transaction, Pembrook will divest itself of certain assets not related to the Pecoy Project.

About Minandex

Minandex is a Peruvian public company with a head office located at Calle Arnaldo Alvarado Degregori #39, Surco, Lima, 33, Peru.

On behalf of Mich Resources Ltd.

“Mark T. Brown”
Chief Executive Officer

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

Forward Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the proposed Transaction;  the satisfaction of the conditions and closing of the Transaction (including Exchange and shareholder approvals); transfer of the Pecoy Project to the Resulting Issuer; and, general business and economic conditions. The foregoing list of assumptions is not exhaustive.

Although management of the Company believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: the Transaction may not close on the terms set forth herein, or at all; risks relating to the availability of financing for the Resulting Issuer; risks relating to the receipt of all requisite approvals for the Transaction, including the approval of the Exchange; risks associated with the business of the Company; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws (including regulations respecting mining concessions); risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions, the ability to obtain financing as required, and causing potential delays in the supply of equipment and services; and other risk factors as detailed from time to time.

The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Reader Advisory

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 the Company and Resulting Issuer should be considered highly speculative.

Neither the CSE or the Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

SOURCE Mich Resources Ltd.




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Awalé Resources Limited Share Consolidation

Awalé Resources Limited Share Consolidation
PR Newswire
VANCOUVER, BC, Dec. 1, 2021

VANCOUVER, BC, Dec. 1, 2021 /PRNewswire/ – Awalé Resources Limited (“Awalé” or the “Company”) (TSXV: ARIC) announces that further to its November 4, 2021 news relea…

Awalé Resources Limited Share Consolidation

PR Newswire

VANCOUVER, BC, Dec. 1, 2021 /PRNewswire/ – Awalé Resources Limited (“Awalé” or the “Company“) (TSXV: ARIC) announces that further to its November 4, 2021 news release, its share consolidation on a 8:1 basis has been accepted and will be effective on December 6, 2021.

All registered shareholders will be sent new certificates representing their share positions directly from the Company’s transfer agent Computershare without any action on their part.    Post consolidation the Company will have approximately 23,348,137 common shares issued and outstanding prior to rounding for fractional shares.

ON BEHALF OF THE BOARD

AWALE RESOURCES LIMITED.

“Glen Parsons”

Glen Parsons, President and CEO

Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable securities laws. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by such information. The statements in this news release are made as of the date hereof. The Company undertakes no obligation to update forward-looking information except as required by applicable law.

Cautionary Statement

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

View original content:https://www.prnewswire.com/news-releases/awale-resources-limited-share-consolidation-301435790.html

SOURCE Awale Resources




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Brompton Split Banc Corp. Announces Details of Class A Share Split and Concurrent Preferred Share Private Placement

Not for distribution to U.S. newswire services or for dissemination in the United States. TORONTO, Dec. 01, 2021 (GLOBE NEWSWIRE) — (TSX: SBC, SBC.PR.A)…

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

TORONTO, Dec. 01, 2021 (GLOBE NEWSWIRE) — (TSX: SBC, SBC.PR.A) Brompton Split Banc Corp. (the “Company”) is pleased to announce the details of the previously announced split of its class A shares (the “Share Split”) and provide an update on the concurrent private placement of preferred shares (the “Private Placement”). The Share Split and the Private Placement remain subject to the approval of the Toronto Stock Exchange (the “TSX”).

The Company is pleased to announce that class A shareholders of record at the close of business on December 14, 2021 will receive 25 additional class A shares for every 100 class A shares held, pursuant to the Share Split. Following the Share Split, class A shareholders will continue to receive the currently targeted monthly distribution of $0.10 per class A share. As a result, the Share Split will result in an overall increase in the dollar amount of distributions to be paid to class A shareholders by approximately 25%. The Company provides a distribution reinvestment plan, on a commission-free basis for class A shareholders that wish to reinvest distributions and realize the benefits of compound growth.

Pursuant to the Private Placement, 3,164,203 preferred shares were offered to investors at a price of $10.10 per preferred share such that following the Share Split there will be an equal number of class A shares and preferred shares outstanding. The Private Placement is scheduled to close on December 14, 2021. Following the completion of the Share Split and the Private Placement, the preferred shares are expected to have downside protection from a decline in the value of the Company’s portfolio of approximately 57%.(1)

Over the last 10 years, the class A shares have delivered a 17.8% per annum total return based on NAV, outperforming the S&P/TSX Capped Financials Index by 5.1% per annum and the S&P/TSX Composite Index by 9.0% per annum.(2) Since inception, class A shareholders have received cash distributions of $18.75 per class A share.

The preferred shares have delivered a 4.9% per annum total return over the last 10 years based on NAV, outperforming the S&P/TSX Preferred Share Index by 1.5% per annum with lower volatility.(2)   

The Company invests, on an approximately equal weighted basis, in a portfolio (the “Portfolio”) consisting of common shares of the six largest Canadian banks (currently, Royal Bank of Canada, The Bank of Nova Scotia, National Bank of Canada, The Toronto-Dominion Bank, Canadian Imperial Bank of Commerce and Bank of Montreal). In addition, the Company may hold up to 10% of the total assets of the Portfolio in investments in global financial companies for the purposes of enhanced diversification and return potential.

About Brompton Funds

Founded in 2000, Brompton Funds Limited (“Brompton”) is an experienced investment fund manager with income focused investment solutions including TSX listed closed-end funds and exchange-traded funds. For further information, please contact your investment advisor, call Brompton’s investor relations line at 416-642-6000 (toll-free at 1-866-642-6001), email us at [email protected] or visit our website at www.bromptongroup.com

(1)   Based on the November 25, 2021 NAV of the class A shares, as used to determine the Share Split ratio.
(2)   See Standard Performance Data table below.

Brompton Split Banc Corp.
Compound Annual NAV returns to October 31, 2021
1 Yr   3 Yr   5 Yr   10 Yr   S.I.  
Class A Shares (TSX:SBC) 123.3 % 21.6 % 17.9 % 17.8 % 12.7 %
S&P/TSX Capped Financials Index 55.7 % 15.3 % 12.6 % 12.7 % 9.2 %
S&P/TSX Composite Index 38.8 % 15.3 % 10.6 % 8.8 % 7.4 %
           
Preferred Shares (TSX:SBC.PR.A) 5.1 % 5.1 % 5.0 % 4.9 % 5.1 %
S&P/TSX Preferred Share Index 28.8 % 6.7 % 7.2 % 3.4 % 3.1 %

Returns are for the periods ended October 31, 2021 and are unaudited. Inception date November 15, 2005. The table shows the Company’s compound return on a class A share and preferred share for each period indicated, compared with the S&P/TSX Capped Financials Index (“Financials Index”), the S&P/TSX Composite Index (“Composite Index”), and the S&P/TSX Preferred Share Index (“Preferred Share Index”) (together the “Indices”). The Financials Index is derived from the Composite Index based on the financials sector of the Global Industry Classification Standard. The Composite Index tracks the performance, on a market weight basis, of a broad index of large-capitalization issuers listed on the TSX. The Preferred Share Index tracks the performance, on a market weight basis, of preferred shares listed on the TSX that meet criteria relating to minimum size, liquidity, issuer rating, and exchange listing. The class A shares and preferred shares are not expected to mirror the performance of the Indices which have more diversified portfolios. The Indices are calculated without the deduction of management fees, fund expenses and trading commissions, whereas the performance of the Company is calculated after deducting such fees and expenses. Further, the performance of the Company’s class A shares is impacted by the leverage provided by the Company’s preferred shares.

You will usually pay brokerage fees to your dealer if you purchase or sell shares of the investment funds on the TSX or other alternative Canadian trading system (an “exchange”). If the shares are purchased or sold on an exchange, investors may pay more than the current net asset value when buying shares of the investment fund and may receive less than the current net asset value when selling them.

There are ongoing fees and expenses associated with owning shares of an investment fund. An investment fund must prepare disclosure documents that contain key information about the fund. You can find more detailed information about the fund in the public filings available at www.sedar.com. The indicated rates of return are the historical annual compounded total returns including changes in share value and reinvestment of all distributions and do not take into account certain fees such as redemption costs or income taxes payable by any securityholder that would have reduced returns. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated.

Certain statements contained in this document constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this document and to other matters identified in public filings relating to the fund, to the future outlook of the fund and anticipated events or results and may include statements regarding the future financial performance of the fund. In some cases, forward-looking information can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Actual results may vary from such forward-looking information. Investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and we assume no obligation to update or revise them to reflect new events or circumstances.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities nor will there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful.





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MGX Minerals Granted Management Cease Trade Order to Allow for Completion of Financials

 

VANCOUVER – TheNewswire – December 1, 2021 – MGX Minerals Inc. (“MGX” or the “Company”) (CSE:XMG) (CNSX:XMG.CN) (FKT:1MG) (OTC:MGXMF) is…

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VANCOUVER – TheNewswire – December 1, 2021 – MGX Minerals Inc. (“MGX” or the “Company”) (CSE:XMG) (CNSX:XMG.CN) (FKT:1MG) (OTC:MGXMF) is pleased to announce that in connection with the anticipated late filing of the Company’s audited annual financial statements (the “Financial Statements“) and management’s discussion and analysis for the financial year ended July 31, 2020, the Company has applied for, and has been granted, a temporary management cease trade order (the “MCTO“) by the British Columbia Securities Commission (the “BCSC“).

The Company applied for the MCTO in order to secure additional time to finalize the Financial Statements. As a result of recent changes to the Company’s board of directors, the Company anticipates a longer than anticipated timeframe for the audit of the Financial Statements. However, it is the Company’s reasonable expectation that the audit of the Financial Statements will be completed by December 27th, 2021.

By way of background and as required by the BCSC, please note the following:

1. The Company is required to file its July 31, 2020 audited annual financial statements, management’s discussion and analysis and the applicable CEO and CFO certifications in respect of such filings (collectively, the “Annual Filings“) all in accordance with IFRS, by November 29, 2020 (the “Filing Deadline“), as required pursuant to National Instrument 51-102 Continuous Disclosure Obligations. The Company does not anticipate that it will be able to complete its Annual Filings on or before the Filing Deadline.

2. The Company and its auditors are working diligently to prepare and file the Annual Filings on or before December 27th, 2021.

3. The Company confirms that it intends to issue a status report on a bi-weekly basis, for as long as it remains in default of the Filing Deadline in respect of the Annual Filings.

 

4. There is no other material information concerning the affairs of the Company that has not been generally disclosed.

During the MCTO, the general investing public will continue to be able to trade in the Company’s listed common shares. However, for the duration of the MCTO, the Company’s Chief Executive Officer and Chief Financial Officer will not be able to trade the Company’s common shares.

The Company has imposed an insider trading blackout pending the filing of the Annual Filings. If the MCTO is granted, the Company will comply with the alternative information guidelines described in National Policy 12-203 Management Cease Trade Orders for so long as it remains in default due to the late filing of the Annual Filings.

Corporate Update

The Board of Directors has removed Lyndon Patrick effective November 30, 2021 for non performance having missed three or more consecutive Director Meetings and reduced the number of Directors to three, in accordance with Company By-laws. A search has begun for a new Director.  The current Directors of the Company are Andris Kikuaka and Jared Lazerson.

About MGX Minerals

MGX Minerals is a diversified Canadian resource and technology company with interests in advanced metals, industrial minerals, nuclear energy and rocketry.

 

Contact Information:

Sandey Wang

Interim Chief Financial Officer

[email protected]

604 681 7735

Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements (collectively, “forward-looking information”) within the meaning of applicable securities laws. All statements, other than statements of historical fact, included herein are forwardlooking information. Forward-looking information in this press release include, but are not limited to, statements with respect to holding the postponed Meeting, and the filing of an amended notice of meeting and record date for the postponed Meeting. Forward-looking information is generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “in the event”, “if”, “believes”, “asserts”, “position”, “intends”, “envisages”, “assumes”, “recommends”, “estimates”, “approximate”, “projects”, “potential”, “indicate” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.

The Company’s forward-looking information are based on the applicable assumptions and factors the Company considers reasonable as of the date hereof, based on the information available to the Company at such time, including without limitation, the ability to host the postponed Meeting at a later date, and the ability to find a suitable location which can accommodate an in-person shareholders’ meeting. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking information as a result of various risk factors. These factors include, among others, uncertainties arising from the COVID-19 pandemic, and general economic conditions or conditions in the financial markets. The reader is referred to the Company’s public filings for a more complete discussion of such risk factors, and their potential effects, which may be accessed through the Company’s profile on SEDAR at www.sedar.com. Except as required by securities law, the Company does not intend, and does not assume any obligation, to update or revise any forward-looking information, whether as a result of new information, events or otherwise.

 

Copyright (c) 2021 TheNewswire – All rights reserved.



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