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Canstar Announces New Independent Director and Results of Shareholders’ Meeting

  

Toronto, Ontario – TheNewswire – December 1, 2021 – CANSTAR RESOURCES INC. (TSXV:ROX) & (OTC:CSRNF) (“Canstar” or the "Company"), is…

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Toronto, Ontario – TheNewswire – December 1, 2021 – CANSTAR RESOURCES INC. (TSXV:ROX) & (OTC:CSRNF) (“Canstar” or the “Company”), is pleased to announce that Jacqueline Allison has been elected as an independent director to the Canstar board of directors (the “Board”), subject to TSX Venture Exchange (“TSXV”) acceptance. In addition, the Company announces that shareholders of the Company (“Shareholders”) approved the creation of 2176423 Ontario Ltd., a corporation beneficially owned by Eric Sprott, as a new Control Person (as such term is defined in the policies of the TSXV) of the Company.  The Company received approval from 99.96% of disinterested Shareholders at the 2021 Annual and Special Meeting of Shareholders (“Meeting”), which was held on November 29, 2021, in Toronto, Canada.  Shareholder approval was also received for adoption of an advance notice by-law (“Advance Notice By-Law”) with 99.68% approval, appointment of auditors (99.99% approval) and re-approval of the Company’s stock option plan (99.20% approval).

 

Ms. Allison has more than 20 years of experience at major institutions in the fields of mineral economics, financial analysis, investment management and investor relations. She previously held the position of VP Investor Relations and Strategic Analysis at the Augusta Group of Companies, and served in similar senior executive roles at Dominion Diamond Corp. and Hudbay Minerals Inc. Prior to that, she was a VP and Research Analyst at a number of investment management firms, including BMO Asset Management Inc. where she also served as Research Director.

 

Ms. Allison is the Chair of the Management and Economics Society of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), a Trustee of the CIM Foundation, and a Corporate Director at Laramide Resources Ltd. and a number of private companies. She holds a PhD in Mineral Economics and an MSc (Applied) in Mineral Exploration from McGill University, as well as Professional Geoscientist (Ontario) and Chartered Financial Analyst designations.

 

Dennis Peterson and David Palmer, previous directors of the Company, did not stand for re-election at the Meeting due to other time commitments.  Dr. Palmer will continue to serve as a Technical Advisor of the Company.  The Company wishes to thank Mr. Peterson and Dr. Palmer for their many years of dedication as directors of Canstar.  The Board is now comprised of Jacqueline Allison, Robert Bruggeman, Neil Burns, James Clare, and Sam Leung.  All directors received over 99.9% approval from Shareholders at the Meeting.

 

Rob Bruggeman, President & CEO, commented: “We are delighted to welcome Jacqueline to Canstar’s board of directors, given her diverse experience in the mining sector.  With her addition, we have assembled an impressive board with extensive technical, legal, governance, corporate development and finance expertise.  In addition, we continue to appreciate the ongoing support from our three seasoned technical advisors – Dr. David Palmer, Dr. Laurie Curtis, and Dr. Lawrence Winter.”

 

Jacqueline Allison stated: “This is an exciting time to be exploring in Newfoundland, and Canstar’s large and underexplored land package offers attractive resource potential.  I look forward to working with Rob, the rest of the board and our advisors as the team advances the exploration program to deliver on this potential.”

 

Mr. Bruggeman continued: “I would also like to thank our shareholders for approving 2176423 Ontario Ltd., a corporation beneficially owned by Eric Sprott, as a new Control Person of the Company.  Mr. Sprott has a tremendous investment track record in the precious metals sector and he was one of the first major investors to recognize the orogenic gold potential in central Newfoundland.  Canstar is very pleased to have Mr. Sprott as its largest shareholder.”

 

The Board adopted the Advance Notice By-Law on October 18, 2021 (the “Advance Notice By-Law”) and it was ratified at the Meeting.  The purpose of the Advance Notice By-law is to provide shareholders, the board and management of the Company with guidance for the advance notice of the nomination of directors by Shareholders. The Advance Notice By-law is the framework by which the Company seeks to ensure that shareholders seeking to nominate a candidate to the board must provide timely notice in proper form to the Company in advance of any annual general meeting or special meeting of shareholders where directors are up for election.

 

Notice will be considered timely if (a) in the case of an annual general meeting of shareholders, it is provided not less than thirty (30) days and not more than sixty-five (65) days prior to the date of the meeting; provided, however, that in the event the annual general meeting is called for a date that is less than fifty (50) days after the date (the “Notice Date”) on which the first public announcement of the meeting was made, notice by a nominating shareholder may be made not later than the tenth (10th) day following the Notice Date; and (b) in the case of a special meeting (which is not also an annual general meeting) called for the purpose of electing directors, not later than the fifteenth (15th) day following the Notice Date.

 

The advance notice provisions will provide the Company with adequate prior notice of director nominations, as well as sufficient information on the nominees, allowing it to evaluate any proposed nominees’ qualifications and to communicate its views to shareholders in a timely fashion. It will also facilitate an orderly and efficient meeting process and allow all shareholders a reasonable opportunity to evaluate all proposed nominees in order that they be able to make an informed vote.

 

A copy of the Advance Notice By-Law has been filed under the Company’s profile on SEDAR at www.sedar.com.

 

About Canstar Resources Inc.

Canstar Resources is a Canadian-based company with a strong technical team that is focused on mineral exploration in Newfoundland, Canada.  The Company’s flagship exploration project, Golden Baie Project, consists of a large claim package (62,175 hectares) with multiple outcropping gold occurrences on a major structural trend in south Newfoundland that is prospective for high-grade orogenic gold mineralization. The Company also holds the Buchans-Mary March project and other mineral exploration properties in Newfoundland. Canstar Resources is listed on the TSX Venture Exchange under the symbol ROX and trades on the OTCPK under the symbol CSRNF.

 

For further information, please contact:

Rob Bruggeman, President & CEO

Email:              [email protected]

Phone:             1-647-247-8715

Website:        www.canstarresources.com

  

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.

 

This News Release includes certain “forward-looking statements” which are not comprised of historical facts. Forward looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company’s objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Copyright (c) 2021 TheNewswire – All rights reserved.

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Pretivm Securityholders Approve Acquisition by Newcrest

Melbourne, Australia–(Newsfile Corp. – January 20, 2022) – Newcrest Mining Limited (ASX: NCM) (TSX: NCM) (PNGX: NCM) (Newcrest) is pleased to announce…

Melbourne, Australia–(Newsfile Corp. – January 20, 2022) – Newcrest Mining Limited (ASX: NCM) (TSX: NCM) (PNGX: NCM) (Newcrest) is pleased to announce that Pretium Resources Inc. (TSX: PVG) (NYSE: PVG) (Pretivm) shareholders and optionholders (Securityholders) have voted overwhelmingly in favour of the special resolution to approve the plan of arrangement under which Newcrest will acquire Pretivm, including the Brucejack mine (the Transaction).

The special resolution was approved by 95.48% of the votes cast by Pretivm Securityholders at the special meeting held today.

Pretivm shareholders that did not elect cash or Newcrest shares will receive the default consideration of 50% cash and 50% Newcrest shares, being C$9.25 in cash and 0.4042 Newcrest shares per Pretivm share. For other shareholders, after proration and by operation of the aggregate cap of 50% cash and 50% Newcrest share consideration:

  • Pretivm shareholders electing to receive maximum cash consideration will receive approximately C$10.81 in cash and 0.3357 Newcrest shares per Pretivm share; and
  • Pretivm shareholders electing to receive maximum share consideration will receive 0.8084 Newcrest shares per Pretivm share.

Completion of the Transaction remains subject to final approval by the Toronto Stock Exchange, the granting of the final order by the Supreme Court of British Columbia at a hearing which is scheduled for 25 January 2022, and approval under the Investment Canada Act. Completion of the Transaction is currently expected to occur in the March quarter 2022.

Newcrest’s Managing Director and Chief Executive Officer, Sandeep Biswas, said, “It’s pleasing to see the overwhelmingly positive support for the Transaction from Pretivm shareholders. This acquisition positions Newcrest as the leading gold miner in British Columbia’s Golden Triangle, operating both the Brucejack and Red Chris mines. This is an exciting time for Newcrest and we look forward to building on Pretivm’s success to unlock further value in and around the Brucejack operation.”

Authorised by the Newcrest Disclosure Committee

For further information please contact

Investor Enquiries:
Tom Dixon
+61 3 9522 5570
+61 450 541 389
[email protected]

North American Investor Enquiries
Ryan Skaleskog
+1 866 396 0242
+61 403 435 222
[email protected]

Media Enquiries
Tim Salathiel
+61 3 9522 4263
+61 407 885 272
[email protected]

This information is available on our website at www.newcrest.com

Forward Looking Statements

This document includes forward looking statements and forward looking information within the meaning of securities laws of applicable jurisdictions. Forward looking statements can generally be identified by the use of words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “targets”, “outlook” and “guidance”, or other similar words and may include, without limitation, statements regarding certain plans, strategies, aspirations and objectives of management, and the expected completion of the Transaction. Newcrest continues to distinguish between outlook and guidance. Guidance statements relate to the current financial year. Outlook statements relate to years subsequent to the current financial year.

These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Newcrest’s expectation of completion of the Transaction and the expected benefits of the transaction with Pretium Resources Inc. to differ materially from that expressed or implied by these forward-looking statements. Relevant factors may include, but are not limited to, regulatory risk, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which Newcrest operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation. For further information as to the risks which may impact on Newcrest’s results and performance, please see the risk factors included in the Appendix 4E and Financial Report for the year ended 30 June 2021 and the Annual Information Form dated 6 December 2021 which are available to view at www.asx.com.au under the code “NCM” and on Newcrest’s SEDAR profile. Newcrest does not undertake to update any of the forward looking statements other than as required by relevant securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111073





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Carlyle Files Petition with Supreme Court of British Columbia in Connection with Its Notice of Work Application for the Newton Project and Provides Corporate Updates

Vancouver, British Columbia–(Newsfile Corp. – January 20, 2022) – CARLYLE COMMODITIES CORP. (CSE: CCC) (FSE:1OZA) (OTC Pink: DLRYF) ("Carlyle" or the…

Vancouver, British Columbia–(Newsfile Corp. – January 20, 2022) – CARLYLE COMMODITIES CORP. (CSE: CCC) (FSE:1OZA) (OTC Pink: DLRYF) (“Carlyle” or the “Company“) announces that it has filed a petition and supporting affidavits with the Supreme Court of British Columbia (the “Petition“) in connection with the Company’s Notice of Work and Reclamation Program permit application (the “Permit Application“) for a 5-year, area-based permit to conduct exploration activities on its 100% Newton Project located in the Clinton Mining Division of the Province of British Columbia (the “Newton Project“) held through its wholly-owned subsidiary Isaac Newton Mining Corp.

The Newton Project Petition

The Newton project has been the subject of at least seven previous exploration permits, comprising more than 30,000 m of exploration drilling costing more than $12,000,000. Yet following its acquisition by Carlyle and the filing of the Permit Application on February 10, 2021, the Company has experienced significant delays with the Ministry of Energy, Mines and Low Carbon Innovation (the “Ministry“). The Ministry has tied these delays to a Strategic Engagement Agreement (the “SEA“) entered into between the Province of BC and the Tsilhqot’in Nation. Neither Carlyle nor the prior owners of the Newton Project are party to the SEA.

The Petition seeks declarations from the Court that the SEA does not affect the existing law regarding the Crown’s duty to consult Indigenous groups, it does not displace obligations of procedural fairness owed to Carlyle and that Carlyle’s rights have been violated. It also seeks a declaration that the SEA improperly interferes with the exercise of discretion by the Chief Permitting Officer (or delegate) and it asks the Court to order the Chief Permitting Officer (or delegate) to make a decision on the Permit Application without further delay.

Morgan Good, President and Chief Executive Officer of Carlyle, commented: “It is deeply concerning that after nearly a year this permit has still not yet been issued, and the ministry can’t point to any substantive issue that is causing the delay. We believe Carlyle has made all reasonable efforts to work constructively with both the Ministry and the Tsilhqot’in Nation, and that it has been left with no choice but to seek the Court’s assistance. While we fully respect the Crown’s duty to consult Indigenous groups, the Crown must still follow the law and it must not lose sight of the legal rights and interests of third parties.”

Change to Board of Directors

The Company also announces the resignation of Mike Blady from its board of directors (the “Board“). The Company thanks Mr. Blady for his many efforts and support over the years and wishes him all the best with his future endeavours.

In turn, Carlyle would like to announce and welcome Mr. Jeremy Hanson as its newest member of the Board. Mr. Hanson is a professional geoscientist and has over a decade of experience in mineral exploration throughout Canada. He is the founder of Hardline Exploration Corp, a geological consulting firm focused out of Western Canada. Mr. Hanson is a Director and VP Exploration for Garibaldi Resources Corp, Technical Advisor for Nickel Rock Resources Inc, as well as a director of the Smithers Exploration Group. He graduated with a B.Sc. Hons with distinction from Simon Fraser University and brings a strategic mindset to every project.

Amendment to Sunset Property Agreement

Carlyle also announces that it has entered into an amending agreement (the “Amending Agreement“) to amend the terms of its option agreement dated November 7, 2018, as amended on May 9, 2018, May 25, 2018, June 25, 2018, April 24, 2020 and July 29, 2021 (collectively, the “Option Agreement“), whereby the Company has an option to earn a 100% interest in the Sunset mineral property, located in the Vancouver Mining Division of the Province of British Columbia (the “Sunset Property“). Under the terms of the Amending Agreement, the Company has extended the second and third scheduled payments of exploration expenditures respectively on the Sunset Property to December 31, 2022 (as to $200,000) and December 31, 2023 (as to $700,000). A copy of the Amending Agreement has been filed under Carlyle’s profile on SEDAR.

Carlyle Completes Consultant Issuances

Further to the Company’s news release dated July 30, 2021, the Company announces that it has completed the respective share issuances owing to a certain consultant of Carlyle (the “Consultant“) under the terms of an independent consultant agreement (the “Consultant Agreement“) dated July 5, 2021 between the Company and the Consultant. Accordingly, an aggregate of 842,647 common shares (each, a “Share“) in the capital of the Company were issued in accordance with the terms of the Consultant Agreement. For additional information on the Consultant Agreement, see the Company’s news release dated July 30, 2021, filed under Carlyle’s profile on SEDAR. For more information on the Share issuances please see the Company’s Form 9 dated January 5, 2022, filed on the CSE website.

All of the Shares were issued pursuant to the prospectus exemption contained in section 2.24 of National Instrument 45-106 – Prospectus Exemptions and are not subject to trading restrictions pursuant to the provisions of National Instrument 45-102 – Resale of Securities (“NI 45-102“) since the criteria contained in section 2.6(3) of NI 45-102 were met and since the Company received written approval from the Canadian Securities Exchange (“CSE“) to issue the Shares without the hold period pursuant to section 1.4(a) of CSE Policy 6.

About Carlyle

Carlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Newton Gold Project in the Clinton Mining Division of B.C. The Company has an option to earn a 100% interest in the Cecilia Gold-Silver Project located in the State of Sonora, Mexico. The Company also holds an option to earn a 100% interest in the promising Sunset property located in the Vancouver Mining Division near Pemberton, B.C. Carlyle is based in Vancouver, B.C., and is listed on the CSE under the symbol “CCC”.

ON BEHALF OF THE BOARD OF DIRECTORS OF

CARLYLE COMMODITIES CORP.

“Morgan Good”

Morgan Good
President and Chief Executive Officer

For more information regarding this news release, please contact:

Morgan Good, CEO and Director
T: 604-715-4751
E: [email protected]
W: www.carlylecommodities.com

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian legislation. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the approval, timely or otherwise, of the Permit Application and any plans for further exploration at the Newton Project. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements involve many known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include the inability of the Company to obtain approval by the Ministry of its Permit Application, execute its proposed business plans, and carry out planned future activities, including, but not limited to, those relating to the further exploration of the Newton Project. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, future prices of gold or other precious metals, changes in the financial markets and in the demand for gold or other precious metals, changes in laws, regulations and policies affecting the mineral exploration industry, and risks related to the Company’s investments and operations in the mineral exploration sector, as well as the risks and uncertainties which are more fully described in the Company’s annual and quarterly management’s discussion and analysis and other filings made by the Company with Canadian securities regulatory authorities under the Company’s profile at www.sedar.com. The novel strain of coronavirus, COVID-19, also poses new risks that are currently indescribable and immeasurable. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements.

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111056






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Eric Sprott Announces Disposition of Holdings in Benchmark Metals Inc.

Toronto, Ontario–(Newsfile Corp. – January 20, 2022) – Eric Sprott announces that today, 2176423 Ontario Ltd., a corporation which is beneficially owned…

Toronto, Ontario–(Newsfile Corp. – January 20, 2022) – Eric Sprott announces that today, 2176423 Ontario Ltd., a corporation which is beneficially owned by him, disposed of 26,082,309 common shares of Benchmark Metals Inc., over the TSX Venture Exchange (representing approximately 12.9% of the outstanding common shares on a non-diluted basis) at a price of $1.10 per share for aggregate consideration of approximately $28,690,540.

Mr. Sprott now owns and controls no common shares and 3,846,154 common share purchase warrants representing approximately 1.9% of the outstanding common shares on a partially-diluted basis. Prior to the disposition, Mr. Sprott beneficially owned and controlled 26,082,309 common shares and 3,846,154 common share purchase warrants (representing approximately, 12.9% on a non-diluted basis and approximately 14.6% on a partially diluted basis). The disposition resulted in an ownership change, on a partially diluted basis, of 12.7% since the last filing of an Early Warning Report and bring total holdings to under 10% on a partially diluted basis. As a result, Mr Sprott and 2176423 Ontario Limited ceased to be insiders of Benchmark Metals.

The securities noted above are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

Benchmark Metals is located at 10545-45 Avenue NW, 250 Southridge, Suite 300, Edmonton, Alberta, T6H 4M9. A copy of the early warning report with respect to the foregoing will appear on the company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and may also be obtained by calling Mr. Sprott’s office at (416) 945-3294 (2176423 Ontario Ltd., 200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111052





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