Yorbeau Resources Inc. (TSX: YRB) (the “
Company”
or “
Yorbeau”) is pleased to announce that it has
signed, on October 1, 2024, a definitive asset purchase agreement
in the context of a transaction (the
“
Transaction”) whereby Lac Gold (Rouyn) Inc.
(“
Lac Gold”), a Canadian based subsidiary of Lac
Gold Pty Ltd (Au) newly created for purposes of the Transaction,
would, subject to certain conditions, acquire a 100% interest in
Yorbeau’s Rouyn property (the “
Property”).
The asset purchase agreement provides that, in
consideration of a 100% interest in the Property, Lac Gold must pay
a purchase price of C$25,000,000 to the Company as follows:
- C$2,000,000 paid
to the Company within 48 hours of signing;
- C$3,000,000
payable to the Company on the closing date of the Transaction, but
no later than December 16, 2024; and
- three equal
instalments of $6,666,666 payable to the Company on each of the
second, third and fourth anniversary of the closing date of the
Transaction, collectively making up the C$20,000,000 unpaid balance
of the purchase price, as evidenced by a promissory note to be
issued by Lac Gold to the Company carrying interest at a rate of 5%
per annum.
In addition to the purchase price payable by Lac
Gold, upon closing of the Transaction, Lac Gold will issue and
grant to the Company a 2% net smelter royalty
(“NSR”) on any minerals produced from the
Property.
Assuming satisfaction of customary closing
conditions in respect of the Transaction, title to the Property
shall be transferred to Lac Gold upon payment of the second tranche
of C$3,000,000. Lac Gold has until the fourth anniversary of the
closing date of the Transaction to pay the final instalment on the
unpaid balance of the purchase price, but may accelerate any such
payment. Lac Gold’s payment of the unpaid balance of the purchase
price, together with accrued and unpaid interest thereon, will be
secured, as of the closing date of the Transaction, by a
first-ranking hypothec on the Property.
Yorbeau intends to use the proceeds from the
sale of the Property to fund exploration programs and
pre-development activities on its other properties, as well as for
general corporate purposes.
“Yorbeau looks forward and has committed to
working closely with the team at Lac Gold in satisfying all closing
conditions expeditiously and closing this transaction as well as
assisting Lac Gold in bringing the Rouyn property into production,”
commented G. Bodnar Jr., President and CFO of Yorbeau. “Terry
Kocisko, CEO of Yorbeau, and I are pleased about this new beginning
for Yorbeau. The proceeds from the sale of the Rouyn property
(against which Yorbeau intends to offset accumulated tax
attributes), as well as the 2% NSR, will allow Yorbeau to shore up
its balance sheet for many years to come and allocate funds to
further delineate resources and conduct work our numerous other
properties. The Yorbeau exploration team, led by Laurent Hallé P.
Geo, will now have the necessary funds to accelerate exploration on
key target sites which shall be announced shortly in our subsequent
press releases. We would like to thank our longstanding
shareholders for their continued support and confidence over the
last 30 plus years.”
Matthew Keegan, Chairman of Lac Gold stated:
“The Rouyn property is an outstanding opportunity. We are focused
on Quebec, being ranked as one of the world’s most attractive
mining investment jurisdictions and it is apparent that the Yorbeau
team has defined a considerable mineral endowment with clear
potential to rapidly increase in size. We are looking forward to
commencing our on-ground works, including economic and baseline
studies as well as resource drilling. We are excited to be
establishing ourselves in the Rouyn-Noranda district and look
forward to working closely with local stakeholders in developing
this district scale package.”
About Yorbeau Resources Inc.
Yorbeau Resources is a Canadian public company
(TSX: YRB) involved in gold and base metal exploration in Quebec,
Canada. Upon the sale of the Company’s Rouyn property, the Company
intends to focus on seeking a partner to further explore and
develop its Scott Lake zinc copper deposit near
Chibougamau Quebec (refer to Yorbeau’s National Instrument 43-101
compliant technical report dated December 6, 2017, titled
“Technical Report on the Preliminary Economic Assessment for the
Scott Lake Project, Northwestern Québec, Canada,” available on the
Company’s SEDAR+ profile at www.sedarplus.ca). Yorbeau also intends
to focus on continuing exploration on its well-located properties
in the Detour, Joutel and
Selbaie region of north western Quebec. These
properties include the Beschefer property which is
adjacent to the B26 base metal deposit now being explored by
Abitibi Metals Corp.( AMQ:CHI) and the Selbaie
West property adjacent to Soquem (Wagosic property) where
they are presently intersecting base metal values along the Selbaie
mine horizon.
About Lac Gold Pty Ltd
Lac Gold Pty Ltd is an Australian private
company established to acquire and develop precious metal
resources. The Lac Gold team is backed by a combination of
investors including high net worth individuals, family offices and
resource industry professionals. With the signing of the Rouyn
property acquisition documentation, Lac Gold will shortly initiate
its strategy of demonstrating the viability of developing Rouyn as
a new mining operation in Quebec. This work includes economic and
technical studies and expanding the gold resources.
For further information, please contact:
G. Bodnar Jr. President, Chief Financial OfficerYorbeau
Resources Inc. gbodnar@yorbeauresources.com Tel: 514-384-2202
Toll free in North America: 1-855-384-2202
Forward-looking statements:
Except for statement of historical fact, all statements in this
news release, including, without limitation, statements regarding
the Transaction, payments in respect of the purchase price and the
timing thereof, satisfaction of closing conditions, Lac Gold’s
future intentions, development of the Property and any production
thereon, the Company’s intended use of proceeds, including any
future exploration plans of the Company, and any statements
regarding future plans and objectives, are forward-looking
statements which involve significant risks and uncertainties. These
risks and uncertainties include, but are not limited to, the
failure of the parties to satisfy the closing conditions to the
Transaction, failure of the parties to satisfy such conditions in a
timely manner, significant transaction costs and unknown
liabilities, risks related to the payment of the unpaid balance of
the purchase price and the timing of any such payments, failure to
realize the expected benefits of the Transaction, risks related to
Lac Gold, including its activities on the Property, and the risk
that the Property may not be developed or begin production in a
timely manner, or at all. Failure of the parties to satisfy the
conditions to the completion of the Transaction or to complete the
Transaction may result in the Transaction not being completed on
the proposed terms, within the anticipated timeframe, or at all.
There can be no assurance that such statements will prove to be
accurate; actual results and future events could differ materially
from those anticipated in such statements. Yorbeau disclaims any
obligation to update such forward-looking statements, other than as
required by applicable securities laws.
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