/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION
IN THE UNITED STATES. THIS NEWS
RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE 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 UNLESS REGISTERED UNDER THE U.S.
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT
CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES./
TSXV: ARL.P
TORONTO, Nov. 8, 2023
/CNW/ - Aurum Lake Mining Corporation ("Aurum"
or the "Company") is pleased to announce that further
to its news release of December 21,
2022, it has received conditional approval from the TSX
Venture Exchange (the "Exchange") to complete Aurum's option
(the "Option") to acquire a 100% interest of certain mineral
claims known as the Homathko Gold Project, located in the Province
of British Columbia (the
"Homathko Property") pursuant to an option agreement with
Transition Metals Corp. (the "Option Agreement"). The Option
Agreement will constitute its "Qualifying Transaction" (the
"Transaction") in accordance with Exchange Policy 2.4 -
Capital Pool Companies ("Policy 2.4").
In connection with the Transaction, Aurum plans to complete a
non-brokered private placement (the "Concurrent Financing")
of 5,000,000 common shares (the "Common Shares") in the
capital of Aurum at a price of $0.40
per Common Share to raise aggregate proceeds of up to $2,000,000. Aurum intends to use the proceeds
from the Concurrent Financing to fund the exercise of the Option,
the exploration of the Homathko Property, and to satisfy the
general working capital of the resulting issuer following the
Transaction.
In connection with the Concurrent Financing, Aurum will pay a
finder's fee consisting of (i) a cash commission in the amount of
6% of the gross proceeds raised in the Concurrent Financing from
persons introduced to Aurum by the finder (the "Cash Fee")
and (ii) compensation warrants ("Finder's Warrants") equal
to 6% of the aggregate Common Shares subscribed for by persons
introduced to Aurum by the finder. The payment of the Cash Fee and
the issuance of the Finder's Warrant will occur upon on completion
of the Transaction. Each Finder's Warrant entitles the holder
thereof to purchase one Common Share at an exercise price of
$0.40 per Common Share for a period
of twenty-four (24) months from the date of issuance of the
respective Finder's Warrant. Assuming a Concurrent Financing of
$2,000,000, the Company will issue up
to 300,000 Finder's Warrants pursuant to the Concurrent
Financing.
Completion of the Transaction is subject to the satisfaction of
the conditions of the Exchange including completion of the
Concurrent Financing.
Completion of the Transaction is subject to a number of
conditions, including, but not limited to, Exchange acceptance and,
if applicable pursuant to Exchange requirements, majority of the
minority shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
Neither TSX Venture Exchange nor its Regulations
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
Forward-Looking
Statements
This press release may contain certain "forward-looking
statements." Forward-looking statements involve known and unknown
risks, uncertainties, assumptions and other factors that may cause
the actual results, performance or achievements of the Company to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. These forward-looking statements or information may
relate to the Transaction, the Concurrent Financing, and various
approvals required in connection with the Transaction and the
Concurrent Financing, the reliability of third-party information
and other factors or information Any forward-looking statement
speaks only as of the date of this news release and, except as may
be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise.
SOURCE Aurum Lake Mining Corporation
