VANCOUVER, BC, April 12, 2021 /CNW/ - Scottie Resources
Corp. (TSXV: SCOT) ("Scottie") and AUX Resources
Corporation (TSXV: AUX) (OTC: AUXRF) ("AUX") are pleased
to announce that they have entered into a letter of intent dated
April 9, 2021 (the "LOI")
pursuant to which Scottie will acquire all of the issued and
outstanding shares of AUX (the "Transaction") on the basis
of one common share of Scottie for each share of AUX. The
Transaction will consolidate the contiguous gold-silver exploration
assets of Scottie's Cambria Project and AUX's Silver Crown,
Independence, American Creek, Lower Bear and Bear Pass Projects,
all of which will benefit from operational and geological
synergies. Upon completion of the Transaction, it is expected that
the shareholders of AUX will hold approximately 31% of Scottie's
issued and outstanding shares.
Anticipated Benefits of the
Transaction
- District scale 522 km2 100% owned in the heart of
the Stewart Mining Camp adjacent to Pretium Resources and Ascot
Resources Premier and Red Mountain deposits in the Golden Triangle
(Figure 1).
- Consolidation of AUX's Silver Crown, Independence, American
Creek, Lower Bear and Bear Pass Projects with Scottie's Cambria
Project. The expanded Cambria Project will cover 27,465 contiguous
hectares and includes five historical mines (Molly B, Bayview, Black Hills, Blue Grouse and
Terminus).
- Three advanced Projects in the Stewart Mining Camp – Scottie
Gold Mine, Georgia (including the
Georgia River Mine) and Cambria (including five historical mines).
All three Projects will be drilled in the 2021 field season
including a 12,500 metre three rig diamond drill program at the
Scottie Gold Mine.
- Scottie's significant infrastructure in Stewart will provide operational synergies to
AUX's projects.
- Scottie will be well-capitalized with over $6 million in cash.
"Historically the Stewart Mining Camp has operated as a
patchwork of small land packages, which unfortunately impedes
regional exploration in the area. The extensive and complimentary
land positions of Scottie and AUX naturally support consolidation,
creating a geological relevant district scale mineral tenure
remarkably endowed with historic mineral showings and small-scale
past-producing mines" comments Brad
Rourke, Chief Executive Officer of Scottie. "In addition to
the land package, merging the companies will create a multitude of
operational efficiencies and synergies which will benefit both
companies."
"This unique corporate combination creates an exciting
gold-silver explorer with seven historic mines and over 500
km2 of claims in the heart of one of Canada's most prolific mining camps," comments
Ian Slater, Chief Executive Officer
of AUX. "The Stewart Camp has been in desperate need of
consolidation on this scale for decades. I'm delighted to be
part of this compelling new opportunity."
Transaction
Pursuant to the terms of the LOI, Scottie will acquire all of
the issued and outstanding common shares of AUX on the basis of one
common share of Scottie for each common share of AUX held. Warrants
and options of AUX will be adjusted or exchanged into warrants and
options, respectively, of Scottie.
The Transaction is subject to a number of conditions being
satisfied or waived by one or both of Scottie and AUX, including
concluding a definitive agreement. In the event that a definitive
agreement is entered into between Scottie and AUX, and subject to
the final Transaction structure, the closing of the Transaction
will be subject to additional conditions precedent, including but
not limited to, the receipt of AUX shareholder approval, together
with any requisite minority approvals, and the receipt of all
necessary regulatory approvals.
Scottie and AUX are committed to consummating the Transaction in
an expedited manner and it is anticipated that the annual and
special meeting of AUX shareholders to approve the proposed
Transaction will be held in June 2021
and, if approved and all other conditions have been met, it is
expected that the Transaction would close shortly thereafter.
Further information regarding the Transaction will be contained
in a management information circular to be mailed to shareholders
of AUX in connection with the special meeting. All shareholders of
AUX are urged to read the information circular once available, as
it will contain important additional information concerning the
Transaction. There can be no assurances that any transaction
relating to the Transaction or otherwise will result, or as to the
final definitive terms thereof.
About Scottie Resources
Scottie owns a 100% interest in the high-grade, past-producing
Scottie Gold Mine and Bow properties and has the option to purchase
a 100% interest in Summit Lake
claims which are contiguous with the Scottie Gold Mine property.
Scottie also owns 100% interest in the Cambria Project properties
and the Sulu property. Scottie Resources holds more than
25,000 hectares of mineral claims in the Golden Triangle.
Scottie's focus is on expanding the known mineralization around
the past-producing mine while advancing near mine high-grade gold
targets, with the purpose of delivering a potential resource. All
of Scottie's properties are located in the area known as the Golden
Triangle of British Columbia which
is among the world's most prolific mineralized districts.
About AUX Resources
AUX holds more than 27,000 hectares of strategic claims in the
Stewart Mining Camp in the Golden Triangle of British Columbia, which is among the world's
most prolific mineralized districts, including the high-grade
Georgia Project and the past-producing Georgia River Mine. The
Georgia River Mine, which last operated in 1939 with a head grade
of 23 g/t gold, contains 1.2 kilometres of underground access on
three levels.
The technical disclosures in this release have been read and
approved by Dr. Thomas Mumford,
Ph.D., P.Geo., a qualified person as defined in National Instrument
43-101.
Neither the 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
forward-looking statements that are subject to risks and
uncertainties. All statements within, other than statements of
historical fact, are to be considered forward looking, including,
but not limited to, statements regarding the entering into of a
definitive agreement between Scottie and AUX, the timing of the AUX
shareholder meeting and approval of AUX shareholders, closing of
the proposed Transaction and the anticipated benefits of the
Transaction. Although Scottie and AUX believe the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ
materially from those in forward-looking statements. Factors that
could cause actual results to differ materially from those in
forward-looking statements include market prices, exploitation and
exploration successes, continued availability of capital and
financing, and general economic, market or business conditions and
regulatory, shareholder and administrative approvals, processes and
filing requirements. There can be no assurances that such
statements will prove accurate and, therefore, readers are advised
to rely on their own evaluation of such uncertainties. We do not
assume any obligation to update any forward-looking
statements.
SOURCE AUX Resources Corporation