/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR DISSEMINATION IN THE UNITED
STATES OR TO A U.S. PERSON/
VANCOUVER, BC, Aug. 16,
2022 /CNW/ - DLV Resources Ltd.
("DLV") (TSXV: DLV.H) and West Red Lake Gold Mines
Inc. ("RLG") (CSE: RLG) are pleased to announce that they have
entered into an arm's length binding agreement (the
"Agreement") pursuant to which DLV has agreed to acquire all
of the issued and outstanding common shares of RLG in consideration
for the issuance of 0.1215 of a DLV common share for each RLG
common share acquired (the "Transaction").
Upon closing of the Transaction, it is intended that DLV will be
listed on Tier 2 of the TSX Venture Exchange as a Mining Issuer and
that the RLG common shares will be de-listed from the CSE.
DLV has agreed to assist RLG with sourcing purchasers for a
financing of flow-through shares at a price of $0.0475 per share for gross proceeds of up to
$4,600,000 (the "Financing").
Completion of the Transaction is conditional upon the
Financing being completed on or before August 31, 2022.
Pursuant to the Transaction, the RLG shareholders will receive
0.1215 of a DLV common share for each RLG common share held.
Holders of convertible securities of RLG will receive convertible
securities of DLV as adjusted by the exchange ratio. It is expected
that on completion of the Transaction, DLV will have approximately
51,986,723 common shares outstanding, of which 23,652,342, or 45.5%
will be held by current RLG shareholders, 16,568,066, or
31.87% will be held by existing DLV shareholders (including
1,700,000 finders shares to be issued by DLV in connection with the
Transaction), and 11,766,315, or 22.63% will be held by subscribers
to the Financing.
The Transaction is subject to customary closing conditions,
including regulatory approvals, receipt of required approvals from
the shareholders of RLG, to be obtained at a meeting of RLG and the
entering into of a definitive business combination agreement by
August 31, 2022.
The parties have agreed that upon closing of the
Transaction the Board of Directors of DLV will be reconstituted to
consist of two nominees of DLV, two nominees of RLG and one nominee
to be jointly agreed upon.
RLG is a Toronto-based minerals
exploration company focused on gold exploration and development in
the prolific Red Lake Gold District of Northwest Ontario, Canada. The West Red Lake
Project property of RLG totals 3100 hectares, contains three former
gold mines, and consists of 145 contiguous patented, leased, and
staked mining claims located 16 km west northwest of the town of
Red Lake, Ontario, Canada.
The Mount Jamie Mine and Red Summit Mine properties are
100% owned by RLG and the Rowan Mine property is held in a 69% -
31% joint venture with Evolution Mining Limited. The West Red Lake
Project property covers a 12 km strike length along the Pipestone
Bay St Paul Deformation Zone and RLG is continuing to explore the
property both along strike and to depth.
The Rowan Mine Gold Deposit consists of several, near vertical,
gold zones within a 1,800 m portion
of the east-west trending Pipestone Bay St Paul Deformation Zone
and hosts a gold resource (NI 43-101 Rowan Mine Mineral Resource:
4,468,900 tonnes graded 7.57 gpt Au for 1,087,700 inferred oz of Au
from the Technical Report and Resource Estimate on the West Red
Lake Project dated February 16, 2016
authored by John C. Archibald,
B.Sc., P.Geo., Peter Bevan, P.Eng.,
and John Kita, P.Eng.).
The technical information regarding the Rowan Mine Property has
been reviewed and approved on behalf of RLG by Kenneth Guy, P.Geo., a "Qualified Person" as
defined under National Instrument 43-101.
The above-mentioned resource estimate is a 'historical estimate'
(as defined in National Instrument 43-101) for DLV's purposes, and
DLV has not undertaken any independent investigation of the
resource estimate and cannot comment on the relevance or
reliability of the historical estimate. DLV has not
done sufficient work to classify the historical estimate as current
mineral resources and is not treating the historical estimate as
current mineral resources.
ON BEHALF OF DLV
ON BEHALF OF WEST
RED LAKE GOLD MINES LTD.
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.
The Canadian Securities Exchange has neither approved nor
disapproved the contents of this news release.
Certain statements contained in this news release constitute
"forward-looking statements". When used in this document, the words
"anticipated", "expect", "estimated", "forecast", "planned", and
similar expressions are intended to identify forward-looking
statements or information. These statements are based on current
expectations of management, however, they are subject to known and
unknown risks, uncertainties and other factors that may cause
actual results to differ materially from the forward-looking
statements in this news release. Readers are cautioned not to place
undue reliance on these statements. West Red Lake Gold Mines does
not undertake any obligation to revise or update any
forward-looking statements as a result of new information, future
events or otherwise after the date hereof, except as required by
SOURCE DLV Resources Ltd.