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Gabriel Resources Ltd. Third Quarter Report

LONDON, UK / ACCESSWIRE / November 9, 2021 / Gabriel Resources Ltd. (TSXV:GBU)("Gabriel" or the "Company") announces the publication of its Third Quarter…

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LONDON, UK / ACCESSWIRE / November 9, 2021 / Gabriel Resources Ltd. (TSXV:GBU)(“Gabriel” or the “Company“) announces the publication of its Third Quarter Financial statements and Management’s Discussion and Analysis Report for the period ended September 30, 2021.

Summary

  • Gabriel remains focused on the progression of its arbitration case brought by the Company and its wholly-owned subsidiary, Gabriel Resources (Jersey) Ltd., (together “Claimants“) against the Romanian State (“Respondent“) under the rules of the International Centre for Settlement of Investment Disputes (“ICSID“), part of the World Bank (“ICSID Arbitration“):
    • The filing by the Claimants and Respondent of simultaneous written submissions (“Post-Hearing Briefs“) in April 2021, which comment in conclusion on the evidentiary record, were expected to be the final substantive submissions by the parties in the ICSID Arbitration.
    • On July 27, 2021 the Roşia Montană Mining Cultural Landscape, an area covering the footprint of the Project, was inscribed by UNESCO on its World Heritage List (“Inscription“) and added to its List of World Heritage in Danger. The Inscription is consistent with, and further evidence of, Romania’s political repudiation of the Project and its joint venture with Gabriel.
    • In a procedural order issued on September 30, 2021, the arbitral tribunal (“Tribunal“)allowed evidence relating to the Inscription into the record and the parties agreed a written procedure to address those documents. The Claimants filed their submission on October 29, 2021 and the Respondent will have until December 6, 2021 to file its response. The Tribunal also held out the prospect of a further procedural step in the form of an additional oral hearing or a written phase in response to any Tribunal questions that may arise following the filing of the Post-Hearing Briefs.
    • In the absence of any further questions from the Tribunal, or other procedural interventions, it is anticipated that the Tribunal will focus on its deliberations and preparation of its final decision (“Award“). There is no specified timeframe in the ICSID Rules in which a further procedural step may be undertaken or an Award is to be made by the Tribunal.
  • The net loss for the third quarter of 2021 was $3.0 million (Q2 2021 $6.0 million).
  • As at September 30, 2021, the Company held $4.7 million of cash and cash equivalents (Q2 2021 $7.0 million). The Company believes that it has sufficient funding necessary to cover its planned activities through to March 2022 and will need to raise additional financing in Q1 2022 to fund ICSID Arbitration costs and working capital requirements thereafter.

Dragos Tanase, Gabriel’s President and Chief Executive Officer, stated:

“We remain disappointed that Romania chose to pursue the UNESCO listing, which severely undermines the possibility of a future amicable resolution of the dispute, and we await the conclusion of the current round of ICSID Arbitration submissions relating thereto. We look forward to notification of the next procedural steps or a final decision from the Tribunal, which we hope will recognize the merit of Gabriel’s claims, and continue to rely upon the patience, understanding and financial support of our shareholders in the interim.”

Further information and commentary on the results in the third quarter of 2021 is given below.

The Company has filed its Unaudited Condensed Interim Consolidated Financial Statements for Q3 2021 and related Management’s Discussion & Analysis on SEDAR at www.sedar.com and each is available for review on the Company’s website at www.gabrielresources.com.

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.

Further Information

Status of the ICSID Arbitration

  • The ICSID Arbitration seeks compensation for all of the loss and damage suffered by the Claimants, resulting from the Respondent’s wrongful conduct and its breaches of the protections afforded by certain treaties for the promotion and protection of foreign investment to which Romania is a party, including against expropriation, unfair and inequitable treatment, discrimination and other unlawful treatment in respect of the Roșia Montană gold and silver project, together with the gold, silver and porphyry copper deposits defined in the Bucium concession area (“Projects“) and related licenses.
  • Subsequent to the filing of the Post-Hearing Briefs, in a procedural order issued on September 30, 2021, the Tribunal granted the Claimants request for permission to submit certain new evidence into the record in relation to: (i) the Inscription; and (ii) the decision of Romania’s Buzău Tribunal dated December 10, 2020 rejecting a legal challenge to the second archaeological discharge certificate issued for the Cârnic massif. The Tribunal also invited the parties to confer on a procedure for addressing the new documents. The parties subsequently agreed that each would make one written submission presenting their respective arguments, limited to a maximum of 10,000 words. The Claimants filed their submission on October 29, 2021 and the Respondent will have until December 6, 2021 to file its response.
  • Notwithstanding the filing of the Post-Hearing Briefs, which are typically the final substantive written submissions of the parties in the proceedings, the Tribunal has held out the prospect of a further procedural step in the form of an additional oral hearing or a written phase for the parties to respond to any Tribunal questions that may arise following the filing of the Post-Hearing Briefs. In the absence of any further questions from the Tribunal or other procedural interventions, it is anticipated that the Tribunal will now focus on its deliberations and preparation of its Award.
  • There is no specified timeframe in the ICSID Rules in which a further procedural step may be undertaken or an Award is to be made by the Tribunal. Furthermore, any Award may be subject to a request for annulment (albeit such request can only be made on very limited grounds).

UNESCO World Heritage

  • The Inscription is incompatible with the rights the Gabriel group acquired to develop the Project and the continued existence of an exploitation mining license for the Project area and thus materially undermines the possibility of an amicable resolution of the dispute with Romania that would allow for the development of the Project.
  • Romania’s application to UNESCO and the subsequent Inscription are fundamentally at odds with Romania’s obligations under its investment treaties in relation to Gabriel’s investments and these acts, together with other measures taken by Romania, further evidence Romania’s political repudiation of the Project and its joint venture with Gabriel.

Financial Performance

  • Operating loss for the third quarter was $3.0 million, some $6.2 million lower than the corresponding period in 2020, arising from $5.6 million lower costs related to the ongoing ICSID Arbitration, reflecting the more limited activity in the third quarter of 2021 (whereas the corresponding period in 2020 included preparation for and attendance at the second oral hearing), $0.2 million of lower costs related to payroll, and $0.2 million lower share-based payments. An impairment charge of $0.7 million in the third quarter of 2021 was offset entirely by severance costs of the same amount in the corresponding period in 2020.
  • The net loss for the third quarter of 2021 was also $3.0 million, a decrease of $8.7 million from a net loss of $11.7 million in the corresponding period in 2020, primarily reflecting the $6.2 million reduction in operating loss noted above together with a $ 0.1 million gain in foreign exchange and $2.4 million of finance costs incurred in respect of the convertible notes in 2020 not repeated following their repayment in June 2021.

Liquidity

  • Cash and cash equivalents at September 30, 2021 were $4.7 million.
  • The Company’s average monthly cash usage during Q3 2021 was $0.8 million (Q2 2021: $1.0 million), the decrease primarily reflecting the reduction in payments related to ICSID Arbitration costs.
  • At September 30, 2021, accruals for costs in respect of the ICSID Arbitration amounted to $ 3.6 million (Q2 2021: $3.4 million), the increase reflecting the continuation of a fee agreement in respect of the deferred payment of certain ICSID Arbitration costs until an Award is issued.

Sale of Long Lead Time Equipment (“LLTE”)

  • LLTE consisting of crushing and milling equipment was originally procured by the Group between 2007 and 2009 for the operational phase of the Project. Since 2015, the Group has sold a majority of the LLTE, with the remaining LLTE comprising predominantly a SAG mill together with a gearless motor drive, and ball mill motors.
  • On November 1, 2021 RMGC concluded an agreement with a buyer for an instalment based purchase of the remaining LLTE, and received a non-refundable deposit of US$375,000 (approx. $475,000). Further instalments are due in the period to September 2022 and once final payment is made ownership and title to the assets will pass to the purchaser, resulting in aggregate gross proceeds of US$1.75 million (approx. $2.2 million). Taking into account costs of sale, including the costs of storage and insurance of the LLTE for the instalment period, Gabriel expects to add to treasury net cash receipts of approximately US$1.5 million (approx. $1.9 million). Accordingly, the carrying amount of the remaining LLTE was written down to its fair value less costs of sale and an impairment charge of $0.7 million was taken in the third quarter.

Capital Resources

  • The Company believes, taking into account the deferred fee agreement and the proceeds receivable from the sale of the LLTE, it has sufficient cash to enable the Group to fund general working capital requirements together with the material estimated costs associated with the Company advancing the ICSID Arbitration through to March 2022.
  • There can be no assurances that the ICSID Arbitration will advance in a customary or predictable manner or be completed or settled within any specific or reasonable period of time and further procedural steps may be required to be completed prior to the issuance of an Award. Accordingly, Gabriel will need to raise additional financing in Q1 2022 in order to preserve its remaining assets, including the exploitation license for the Roşia Montană Project (“License“) and associated rights and permits post March 2022, while it awaits an Award from the Tribunal.
  • Thereafter, the Group will also require further funding for general working capital purposes, and to pursue the long-term activities required to see the ICSID Arbitration through to its conclusion, which may include, as appropriate, costs of any potential annulment proceedings and/or costs of enforcement of any Award.
  • Notwithstanding the Company’s recent and historic funding, there is a risk that sufficient additional financing may not be available to the Company on acceptable terms, or at all.

Impact of Coronavirus

  • With respect to the outbreak of the novel coronavirus (COVID-19), Gabriel continues to consider carefully its impact, noting the continuing disruption to normal activities and the uncertainty over the duration of this disruption. The highest priority of the Board of Directors and Management is the health, safety and welfare of the Group’s employees and contractors. Gabriel recognizes that the situation is extremely fluid and is monitoring the relevant recommendations and restrictions on work practices and travel. At this time, these recommendations and restrictions do not significantly impact Gabriel’s ability to continue the ICSID Arbitration process or conduct the limited operations in Romania, nor has there been a significant impact on the Group’s results or operations to date.
  • The Group will continue to seek new investment and the market and timing may be adversely affected by the effects of COVID-19. As a result, Gabriel will react to circumstances as they arise and will make any necessary adjustments to the work processes required. Should any material disruption from COVID-19 affect the Group for an extended duration, Gabriel will review certain planned activities in Romania and take remedial actions if it is determined to be necessary or prudent to do so.

For information on this press release, please contact:

Dragos Tanase
President & CEO
Phone: +40 730 399 019
[email protected]

Richard Brown
Chief Financial Officer
Mobile: +44 7748 760276
[email protected]

About Gabriel

Gabriel is a Canadian resource company listed on the TSX Venture Exchange. The Company’s principal business had been the exploration and development of the Roșia Montană gold and silver project in Romania. The Roşia Montană Project, one of the largest undeveloped gold deposits in Europe, is situated in the South Apuseni Mountains of Transylvania, Romania, an historic and prolific mining district that since pre-Roman times has been mined intermittently for over 2,000 years. The exploitation license for the Roşia Montană Project is held by Roșia Montană Gold Corporation S.A., a Romanian company in which Gabriel owns an 80.69% equity interest, with the 19.31% balance held by Minvest Roșia Montană S.A., a Romanian state-owned mining company.

Upon obtaining the License in June 1999, the Group focused substantially all of their management and financial resources on the exploration, feasibility and subsequent development of the Roşia Montană Project. Despite the Company’s fulfilment of its legal obligations and its development of the Roşia Montană Project as a high-quality, sustainable and environmentally-responsible mining project, using best available techniques, Romania has unlawfully blocked and prevented implementation of the Roşia Montană Project without due process and without compensation. Accordingly, the Company’s current core focus is the ICSID Arbitration. For more information please visit the Company’s website at www.gabrielresources.com.

Forward-looking Statements

This press release contains “forward-looking information” (also referred to as “forward-looking statements”) within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of the Company’s operating environment. All statements, other than statements of historical fact, are forward-looking statements.

In this press release, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein.

Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with: the ICSID Arbitration, actions by the Romanian Government, conditions or events impacting the Company’s ability to fund its operations (including but not limited to the completion of further funding noted above) or service its debt, exploration, development and operation of mining properties and the overall impact of misjudgments made in good faith in the course of preparing forward-looking information.

Forward-looking statements involve risks, uncertainties, assumptions, and other factors including those set out below, that may never materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company’s results to differ materially from those expressed or implied by such forward-looking statements.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “is of the view”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact and may be forward-looking statements.

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:

  • the outbreak of the coronavirus (COVID‐19) may affect the Company’s operations and/or the anticipated timeline for the ICSID Arbitration;
  • the duration, costs, process and outcome of the ICSID Arbitration;
  • Romania’s actions following the inscription of the “Roşia Montană Mining Landscape” as a UNESCO World Heritage site;
  • changes in the liquidity and capital resources of Gabriel, and/or the group of companies of which it is directly or indirectly parent;
  • access to funding to support the Group’s continued ICSID Arbitration and/or operating activities in the future;
  • equity dilution resulting from the conversion or exercise of new or existing securities in part or in whole to Common Shares;
  • the ability of the Company to maintain a continued listing on the TSX Venture Exchange or any regulated public market for trading securities;
  • the impact on business strategy and its implementation in Romania of: any allegations of historic acts of corruption, uncertain fiscal investigations; uncertain legal enforcement both for and against the Group and political and social instability;
  • regulatory, political and economic risks associated with operating in a foreign jurisdiction including changes in laws, governments and legal regimes and interpretation of existing and future fiscal and other legislation;
  • global economic and financial market conditions;
  • volatility of currency exchange rates; and
  • the availability and continued participation in operational or other matters pertaining to the Group of certain key employees and consultants.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements.

Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company’s affairs since the date of this press release that would warrant any modification of any forward-looking statement made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on the Company’s website. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to the Company’s disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company’s filings with Canadian securities regulatory agencies which can be viewed online at www.sedar.com.

SOURCE: Gabriel Resources Ltd.

View source version on accesswire.com:
https://www.accesswire.com/672026/Gabriel-Resources-Ltd-Third-Quarter-Report

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Precious Metals

Gold Springs Resource Corp. 2021 Drilling Results Highlights

VANCOUVER, BC / ACCESSWIRE / January 14, 2022 / Gold Springs Resource Corp. (TSX:GRC)(OTCQB:GRCAF) (the "Company" or "GRC"), completed in 2021 a total…

VANCOUVER, BC / ACCESSWIRE / January 14, 2022 / Gold Springs Resource Corp. (TSX:GRC)(OTCQB:GRCAF) (the “Company” or “GRC”), completed in 2021 a total of 18,076 meters of drilling in 82 holes at Gold Springs, its 8,000 ha project located in the USA, on the border of Nevada and Utah, which produced these significant results:

“Tremor” Drilling result Highlights:

  • 6.87 g/t gold equivalent over 24.4 meters, which included
    30.90 g/t gold equivalent over 4.6 meters, and
    0.59 g/t gold equivalent over 82.3 meters in hole J-21-006
    (for details on hole J-21-006, please refer to the Company’s press release dated September 7, 2021).
  • 1.42 g/t gold equivalent over 33.5 meters within the vein, which includes,
    3.26 g/t gold equivalent over 10.7 meters within the vein, and
    0.94 g/t gold equivalent over 123.5 meters within the intrusive and contact zone in hole J-21-015
    (for details on hole J-21-015, please refer to the Company’s press release dated December 3, 2021).

“North Jumbo” Drilling result Highlights:

  • 2.60 g/t gold equivalent over 3.1 meters in hole J-21-001 and
    4.46 g/t gold equivalent over 1.6 meters in hole J-21-001
    (for details on hole J-21-001, please refer to the Company’s press release dated July 5, 2021).

“South Jumbo” Drilling Result Highlights:

  • 5.47 g/t gold equivalent over 19.8 meters in hole E-21-012;
  • 1.70 g/t gold equivalent over 9.1 meters in hole E-21-004;
  • 0.56 g/t gold equivalent over 16.8 meters in hole E-21-016
    (for details on holes E-21-004 and E-21-012, please refer to the Company’s press release dated July 5, 2021;
    for details on hole E-21-016, please refer to the Company’s press release dated September 7, 2021).

“Charlie Ross” Drilling result Highlights:

  • 1.17 g/t gold equivalent over 45.7 meters, which includes,
    2.56 g/t gold equivalent over 15.2 meters in hole CR-21-005;
  • 1.26 g/t gold equivalent over 15.3 meters, which includes,
    2.24 g/t gold equivalent over 9.2 meters in hole CR-21-008
    (for details on holes CR-21-005 and CR-21-008, please refer to the Company’s press release dated October 19, 2021)

*Gold Equivalent (AuEq) based on $1,800/oz gold and $25/oz Ag

Randall Moore, Executive Vice President of Exploration, stated: “2021 has been an exciting year where we made new discoveries on several of our 33 targets, especially a significant one at “Tremor”. We are very pleased with the progress we achieved at Gold Springs this past year. Our goal for 2022 is to increase the size of our 4 existing resource areas and to identify new ones with an aggressive drill program. In parallel, we will be completing baseline studies and moving the permitting process forward to de-risk the project. In the coming weeks we hope to receive the last 22 assays from our 2021 program:

15 additional holes at “Tremor” drilled to offset the promising results in holes J-21-006 and 015, and 7 follow-up holes at “Charlie Ross”.

Qualified Person

The Qualified Person on the Gold Springs Project is Randall Moore, Executive Vice President of Exploration for Gold Springs Resource Corp., and he has reviewed and approved the content of this press release.

About Gold Springs Resource Corp.

Gold Springs Resource Corp. (TSX: GRC and OTCQB: GRCAF) is focused on the exploration and expansion of the gold and silver resources of its PEA-stage Gold Springs project located on the border of Nevada and Utah, USA. The project is situated in the prolific Great Basin of Western USA, one of the best mining jurisdictions in the world.

Gold Springs Resource Corp. Contact:

Antonio Canton, President and CEO
[email protected]

Forward Looking Statements

Certain statements contained herein constitute “forward-looking information” under applicable Canadian securities laws (“forward-looking statements”). Forward-looking statements look into the future and address events or developments that the Company expects to occur in the future, and include statements related to the completion of baseline studies and moving the permitting process forward to de-risk the project. Forward-looking statements may include words such as “creating”, “believe”, “would”, “continue”, “will”, “promising”, “should”, and similar expressions. These forward-looking statements are based on current expectations and entail various risks and uncertainties. Actual results may materially differ from expectations if known and unknown risks or uncertainties affect our business or if our estimates or assumptions prove inaccurate. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements, include, but are not limited to, risks of the mineral exploration industry which may affect the advancement of the Gold Springs project, including possible variations in mineral resources, grade, recovery rates, metal prices, capital and operating costs, and the application of taxes; availability of sufficient financing to fund planned or further required work in a timely manner and on acceptable terms; availability of equipment and qualified personnel, failure of equipment or processes to operate as anticipated, changes in project parameters, including water requirements for operations, as plans continue to be refined; regulatory, environmental and other risks of the mining industry more fully described in the Company’s Annual Information Form and continuous disclosure documents, which are available on SEDAR at www.sedar.com. The assumptions made in developing the forward-looking statements include: the accuracy of current resource estimates and the interpretation of drill, metallurgical testing and other exploration results; the continuing support for mining by local governments in Nevada and Utah; the availability of equipment and qualified personnel to advance the Gold Springs project; execution of the Company’s existing plans and further exploration and development programs for Gold Springs, which may change due to changes in the views of the Company or if new information arises which makes it prudent to change such plans or programs.

Readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason. Unless otherwise indicated, forward-looking statements in this press release describe the Company’s expectations as of the date hereof.

SOURCE: Gold Springs Resource Corp.

View source version on accesswire.com:
https://www.accesswire.com/683626/Gold-Springs-Resource-Corp-2021-Drilling-Results-Highlights

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McFarlane Lake Mining Limited Completes Reverse Takeover Transaction

Sudbury, Ontario–(Newsfile Corp. – January 14, 2022) – McFarlane Lake Mining Limited ("McFarlane" or the "Company") (formerly 1287401 B.C. Ltd. ("128"))…

Sudbury, Ontario–(Newsfile Corp. – January 14, 2022) – McFarlane Lake Mining Limited (“McFarlane” or the “Company“) (formerly 1287401 B.C. Ltd. (“128“)) is pleased to announce the completion of its previously announced reverse takeover transaction (the “RTO” or Transaction“) with McFarlane Lake Mining Incorporated (“MCFL“), a privately held mineral exploration company incorporated under the laws of the Province of Ontario, by way of a three-cornered amalgamation (the “Amalgamation“).

In connection with the completion of the Transaction, the NEO Exchange Inc. (the “Exchange“) has conditionally approved the listing of the MLM Shares (as defined below). The MLM Shares are expected to commence trading on the Exchange under the symbol “MLM” on or about January 26, 2022. Listing will be subject to the Company meeting all of the Exchange’s listing requirements. A further press release will be issued once trading has commenced.

The Transaction

Prior to the completion of the Transaction, the Company: (i) completed a share split of its issued and outstanding common shares on the basis of 1.20967742 post-split shares for each 1 pre-split share; and (ii) approved the name change from “1287401 B.C. Ltd.” to “McFarlane Lake Mining Limited” (the “Name Change“).

The Transaction was completed according to the terms of a business combination agreement dated January 12, 2022 (the “Business Combination Agreement“). Pursuant to the Business Combination Agreement, on the date hereof, MCFL and 1000034047 Ontario Inc. (“Subco“) (a wholly-owned subsidiary of the Company incorporated under the laws of the Province of Ontario for the purpose of completing the Transaction) amalgamated in accordance with the provisions of the Business Corporations Act (Ontario) and continued operating under the name “McFarlane Lake Mining Incorporated” (“Amalco“).

In connection with the Transaction: (i) the holders of the 75,582,313 issued and outstanding common shares of MCFL (each a “Target Share“) received one common share of the Company (each a “MLM Share“) for each Target Share held; (ii) the holders of the 65,500 issued and outstanding common shares of Subco (each a “Subco Share“) received one MLM Share for each Subco Share held; (iii) as consideration for the issuance of the MLM Shares to effect the Amalgamation, the Company received one common share of Amalco for each MLM Share issued to holders of Target Shares and Subco Shares; and (iv) each Subco Share issued to the Company on incorporation was cancelled.

Additionally, the Company issued approximately 4,206,156 replacement warrants (the “MLM Warrants“) to existing holders of common share purchase warrants in MCFL and Subco on a 1:1 basis. Concurrently with the completion of the Transaction, the Company has: (i) granted an aggregate of 5,500,000 replacement options (“MLM Options“) to the directors and officers of MCFL, to purchase common shares (the “Option Shares“) of the Company, exercisable at a price of $0.10 per Option Share until May 31, 2026; and (ii) issued 834,575 replacement broker warrants and 262,500 replacement advisory warrants to Canaccord Genuity Corp. (“Canaccord“) on the same terms and conditions as the broker warrants and advisory warrants issued to Canaccord for services provided in connection with MCFL’s previously completed brokered and non-brokered offerings of units and flow-through common shares (together, the “Offerings“) (see the Company’s press release dated December 10, 2021 for further information regarding the Offerings).

In the near future, the Company plans on filing articles of continuance to continue from the Province of British Columbia into the Province of Ontario, subject to regulatory approvals.

A summary of material changes resulting from the Transaction are provided herein. For further information, readers are referred to the filing statement of the Company dated January 14, 2022 (the “Filing Statement“) which was prepared in accordance with the requirements of the Exchange and filed under the Company’s SEDAR profile at www.SEDAR.com. Included in the Filing Statement is a summary of the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) technical report prepared pursuant to NI 43-101, prepared by Sears, Barry & Associates Limited partner Seymour M. Sears titled “NI 43-101 Technical Report on the High Lake and West Hawk Lake, Canada” with an effective date of May 25, 2021 (the “Technical Report“). The full version of the Technical Report is also available on the Company’s SEDAR profile at www.SEDAR.com.

Board and Management

Immediately after the completion of the Transaction, the Company reconstituted its board of directors to consist of seven (7) nominees of MCFL, and all existing officers of the Company resigned and were replaced by nominees of MCFL.

Consolidated Capitalization

After completion of the Transaction, there are: (i) 79,397,813 MLM Shares issued and outstanding; (ii) 4,206,156 MLM Warrants issued and outstanding, with each MLM Warrant being exercisable for a MLM Share at an exercise price of $0.60 and having an expiry date of December 9, 2024; and (iii) 5,500,000 MLM Options, with each MLM Option being exercisable for a MLM Share at a price of $0.10 until May 31, 2026.

Escrowed Securities

Pursuant to the requirements of the Exchange, upon listing of the MLM Shares, all securities of the Company that are held by “principals” of the Company (collectively, the “Escrowed Securityholders“) will be placed into escrow. Upon completion of the Transaction, there are an aggregate of 30,345,400 MLM Shares, 131,250 MLM Warrants and 5,000,000 MLM Options (collectively, the “Escrowed Securities“) held in escrow pursuant to a security escrow agreement (“Resulting Issuer Escrow Agreement“) entered into among TSX Trust Company, as the escrow agent, the Company, and the Escrowed Securityholders.

Subject to the Resulting Issuer Escrow Agreement, 25% of the Escrowed Securities held by the Escrowed Shareholders shall be released from escrow on the date the MLM Shares are listed on the Exchange (“Listing“), 25% shall be released from escrow 6 months after Listing, 25% shall be released from escrow 12 months after Listing, and the remaining 25% shall be released from escrow 18 months following Listing.

Directors and Officers

In connection with the Transaction, the following individuals were elected to serve as members of the board of directors of the Company or appointed as officers. The following information is as furnished by such directors and officers.

Mark Trevisiol, 60 – Chief Executive Officer, President and Director

Mr. Trevisiol is a professional engineer with 30 years of experience in mineral processing, mining, capital projects and executive management. Mr. Trevisiol spent over 20 years with Glencore predecessor companies Falconbridge Ltd. and Xstrata Nickel, where he was General Manager of Business Development and Strategy, General Manager of the Sudbury Smelter Business Unit, Manager of Smelter Operations and Superintendent of the Kidd Creek Zinc Plant. More recently, Mark held a number of executive leadership and board positions, including CEO positions at Crow flight Minerals and Silver Bear Resources. During his career, Mr. Trevisiol has had responsibility in mining and mineral processing for teams of up to 300 people, with responsibility for operations, safety & environment, custom feed, engineering, maintenance and technology. He has worked across several commodities, including nickel, cobalt, zinc, copper, lithium, gold, and silver. Mr. Trevisiol holds an Engineering degree from the University of Waterloo.

Charles Lilly, 63 – Chief Financial Officer, Corporate Secretary and Director

Mr. Lilly is a partner in the public accounting firm of Sostarich, Ross, Wright & Cecutti, LLP. He has a B. Comm from Laurentian University, where he graduated Summa Cum Laude, and an M.B.A. from the University of Toronto. Mr. Lilly has served as an officer or a director of a number of public corporations listed on the Toronto Stock Exchange and the Toronto Venture Stock Exchange.

Roger Emdin, 63 – Chief Operating Officer and Director

Mr. Emdin is a Professional Mining Engineer with more than 30 years of global experience in Operations, Projects, Engineering and Sustainable Development in both base metal and gold mining environments. Mr. Emdin started out in gold with the Dome and Canamax Resources in Ontario before turning to base metals in Zambia, returning to Canada but working globally as a consultant. Joined Glencore (Falconbridge) filling various roles including, Engineering Superintendent, Mine Manager (Craig & Nickel Rim South) and of Manager Sustainable Development for Sudbury Operations before coming back to gold in 2015 as the Vice President of Operations for Harte Gold. Mr. Emdin served as the Industry Co-Chair for the Mining Legislative Review Committee for 7 years, was active in the Ontario Mining Association and served as the Chair of the Board of Directors for the Centre for Excellence in Mining Innovation (CEMI). Mr. Emdin also participated with the Ontario government as a member of the Advisory Group to the Mining Health and Safety Prevention Review and was a member of the Board for Cambrian College for six years including roles of Chair of the Audit Committee and Chair.

Perry Dellelce, 58 – Director

Mr. Dellelce is a founder and the managing partner of Wildeboer Dellelce LLP, one of Canada’s leading corporate finance and transactional law firms. Mr. Dellelce practices in the areas of securities, corporate finance and mergers and acquisitions. Mr. Dellelce serves on the boards of many of Canada’s leading businesses, including but not limited to, Mount Logan Capital Inc. and Lendified Inc. Mr. Dellelce is the past chair and a current member of the board of directors of the Sunnybrook Foundation and the current chair of the NEO Exchange Inc. and Canadian Olympic Foundation. Mr. Dellelce holds a BA from Western University, a LLB from the University of Ottawa and an MBA degree from the University of Notre Dame.

Amanda Fullerton, 41 – Director

Ms. Fullerton has been the Vice-President, Legal & Corporate Secretary of GCM Mining Corp. since March 25, 2019. She has also been the Corporate Secretary at Denarius Silver Corp. since February 2021. She was a Vice President, Legal (and prior thereto, Associate, Legal) of Macquarie Capital Markets Canada Ltd. from March 24, 2014, to March 22, 2019. Prior thereto, Ms. Fullerton was an associate with Fasken Martineau DuMoulin LLP from September 2008 to March 2011 and MacLeod Dixon LLP (now Norton Rose Fulbright LLP) from March 2011 to March 2014 and practiced in the areas of corporate finance, mergers and acquisitions and corporate/commercial law, focused primarily on the mining industry.

Guy Mahaffy, 50 – Director

Mr. Mahaffy is the managing director of W.G. Mahaffy Limited, a financial advisory firm. He holds the professional designations of Chartered Accountant, Chartered Professional Accountant and Chartered Financial Analyst. He has over 25 years of experience, with the past 15 years focused on the junior resource sector. He has served as an officer and director of mineral resources exploration companies on both the Toronto Stock Exchange and the TSX Venture Exchange, including previously having served as a director and as the chief financial officer of Manitou Gold Inc. from June 2009 to June 2012. Mr. Mahaffy was reappointed to the board of directors of Manitou Gold in 2015 and currently serves as the Chair of that company’s board of directors. He is also currently the Chief Financial Officer of SPC Nickel Corp.

Fergus Kerr, 79 – Director

Mr. Kerr is a Professional Mining Engineer and is currently self employed as a consultant. Mr. Fergus Kerr is a graduate of the Royal School of Mines and a mining engineer with over 35 years of experience, including 14 years at Denison Mine’s Elliot Lake uranium mine, where he served as General Manager for five years. Subsequent to Denison, Mr. Kerr served as Sector Director at Workplace Safety & Insurance Board, and Mine Manager, Sudbury Operations at Inco LLC Area Manager at Inco’s Sudbury operations. Mr. Kerr is sought after health and safety specialist consulting globally with recent assignments in Mongolia, Indonesia and Australia.

Robert Kusins, 66 – Vice President, Geology

Mr. Kusins B.Sc., P Geo has over 35 years of mining, exploration and consulting experience. Mr. Kusins has spent his career involved with exploring, developing, validating and mining of a number of deposits including the Golden Giant Mine (Newmont Canada), Holloway Mine (Newmont Canada), Tundra Project (Noranda), Timmins West Mine Complex (Lake Shore Gold – Pan American Silver) and most recently the Sugar Zone Mine (Harte Gold). Mr. Kusins has worked in the capacity of Chief Geologist, Chief Resource Geologist and Geology Manager at producing mines where he has co-authored several NI 43-101 Technical Reports. Previous to working for Harte, Mr. Kusins was employed by SRK as a Principal Consultant (Geology) in the Sudbury office. Proficient in GEOVIA GEMS with expertise in three-dimensional geological modeling, developing and managing exploration programs, data management and mineral resource estimation.

Exchange Approval

The MLM Shares are expected to be listed for trading on the Exchange on or about January 26, 2022. The Listing remains subject to the final approval by the Exchange and fulfillment of all the requirements of the Exchange in order to obtain such approval including, among other things, submission and acceptance of all documents requested by the Exchange in its conditional acceptance letter and payment of all outstanding fees to the Exchange.

Early Warning

In connection with the Transaction, each of Perry Dellelce and Mark Trevisiol acquired ownership, control, or direction over MLM Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.

Mr. Dellelce, in exchange for his holdings of Target Shares, acquired 11,550,000 MLM Shares representing approximately 14.55% of the Company’s issued and outstanding shares on a non-diluted basis. Mr. Trevisiol directly and indirectly owns or controls 12,350,000 MLM Shares, which represents approximately 15.55% of the Company’s issued and outstanding shares on a non-diluted basis.

The securities of the Company acquired by each of Mr. Dellelce and Mr. Trevisiol are presently being held only for investment purposes. Subject to regulatory approval, each holder may from time to time in the future increase or decrease their ownership, control, or direction over securities of the Company held by each of them, through market transactions, private agreements or otherwise, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.

A copy of each early warning report (the “Early Warning Report“) will be filed by each of Mr. Dellelce and Mr. Trevisiol, respectively, pursuant to applicable securities laws in connection with the completion of the Transaction. A copy of each Early Warning Report to which this press release relates will be available under the Company’s profile on SEDAR www.SEDAR.com.

The MLM Shares acquired by each of Mr. Dellelce and Mr. Trevisiol are held in escrow pursuant to the Resulting Issuer Escrow Agreement described above under “Escrowed Securities“.

Additional information on McFarlane can be found by reviewing its profile on SEDAR at www.sedar.com.

About McFarlane Lake Mining Limited

McFarlane’s wholly owned subsidiary McFarlane Lake Mining Incorporated, a corporation incorporated under the laws of the Province of Ontario, has entered into a definitive purchase agreement dated effective December 30, 2021 with Canadian Star Minerals Ltd. (“CSM“) to purchase all of CSM’s right, title and interest in the High Lake mineral property located immediately east of the Ontario-Manitoba border, the West Hawk Lake mineral property located immediately west of the Ontario-Manitoba border and the McMillan mineral property located 13km south of Espanola . In addition, McFarlane Lake Mining Incorporated holds options to purchase the Michaud/Munro mineral property and the Mongowin mineral property. McFarlane is a “reporting issuer” under applicable securities legislation in the provinces of British Columbia and Alberta.

Additional information on McFarlane can be found by reviewing its profile on SEDAR at www.SEDAR.com.

Qualified Persons

McFarlane engaged Sears, Barry & Associates Limited partner Seymour M. Sears (the “Author“) to prepare the Technical Report. The Author is a “qualified person” and considered “independent”, as such terms are defined in NI 43-101. All of the scientific and technical mining disclosure contained in this news release and the Filing Statement regarding the High Lake Property and West Hawk Lake Property has been reviewed and approved by the Author. The materials in Part IV – Information Concerning McFarlane – Material Mineral Project | High Lake – West Hawk Lake Project” in the Filing Statement comprise the “Summary” section of the Penouta Project Technical Report.

Cautionary Note Regarding Forward-Looking Information:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of McFarlane to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risks and Uncertainties” in the Filing Statement dated as of January 14, 2022 which is available for view on SEDAR at www.sedar.com. Forward-looking statements contained herein are made as of the date of this press release and McFarlane disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

McFarlane’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of illness caused by COVID-19. It is not possible to accurately predict the impact COVID-19 will have on operations and the ability of others to meet their obligations, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect operations and the ability to finance its operations.

Further Information

For further information regarding the Transaction, please contact:

Mark Trevisiol, Chief Executive Officer, President and Director
McFarlane Lake Mining Limited
[email protected]

Al Wiens
Wildeboer Dellelce LLP
[email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/110310











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Ready Set Gold Announces New Executive Appointments

Toronto, Ontario–(Newsfile Corp. – January 14, 2022) – Ready Set Gold Corp. (CSE: RDY) (FSE: 0MZ) (OTC Pink: RDYFF) ("Ready Set Gold" or the "Company")…

Toronto, Ontario–(Newsfile Corp. – January 14, 2022) – Ready Set Gold Corp. (CSE: RDY) (FSE: 0MZ) (OTC Pink: RDYFF) (“Ready Set Gold” or the “Company”) announced that Mr. Christian Scovenna, the Company’s Chief Executive Officer (“CEO”) tendered his resignation as CEO effective immediately.

Mr. Scovenna was first appointed as Director and CEO on December 9, 2020. The Company is very appreciative of his valuable leadership and growth over the last thirteen months and the Company wishes Mr. Scovenna success in his future endeavours. Mr. Scovenna brought critical leadership to help the company capitalize over that period of time and will remain on the Company’s Board of Directors.

The Company has appointed Mr. Alexander McAulay as its Interim CEO. In order to fulfill this new role, Mr. McAulay has resigned as the Company’s Chief Financial Officer (“CFO”), but will remain as the Company’s Corporate Secretary. Mr. Phillip Ellard, CPA has been appointed as the Company’s Interim CFO. All resignations and appointments are effective January 14, 2022.

About Ready Set Gold Corporation

Ready Set Gold Corp. is a precious metals exploration company listed on the Canadian Securities Exchange under symbol RDY and the Boerse Frankfurt Exchange as 0MZ. The Company has consolidated and now owns a 100% interest in the Northshore Gold Project, located in the Schreiber-Hemlo Greenstone Belt near Thunder Bay, Ontario which is prospective for gold and silver mineralization. The Company also owns a 100% interest in two separate claim blocks totaling 4,453 hectares known as the Hemlo Eastern Flanks Project. The Company also holds an option to acquire a 100% undivided interest in a continuous claim block totaling 1,634 hectares comprising the Emmons Peak Project located 50 km south of Dryden, Ontario that is near the Treasury Metals Goliath and Goldlund advanced gold development projects.

On Behalf of the Board of Directors,

READY SET GOLD CORP.
“Alexander McAulay”
Interim Chief Executive Officer

Email: [email protected]
Interim CEO Direct Line: +1 (604) 365-0425

For further information please contact:
Investor Relations
Sean Kingsley – Vice President, Corporate Communications
Email: [email protected]
Tel: +1 (604) 440-8474

www.readysetgoldcorp.com

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

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/110272




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