ValOre Metals Corporation (TSX-V: VO)
("
ValOre") today provided an update on the
previously announced transaction (see ValOre news releases, dated
May 28, 2019 and June 6, 2019, respectively) whereby ValOre has
agreed to acquire the Pedra Branca Project ("
Pedra Branca
Project" or the "Project") in northeastern Brazil from
Jangada Mines PLC (the “Transaction”). The Pedra Branca Project is
a Platinum Group Metals ("PGM") District covering a total area of
38,940 hectares (96,223 acres) that comprises 38 exploration
licenses.
ValOre has entered into a definitive share
purchase agreement (the "Agreement") with Jangada Mines PLC
("Jangada") and PBBM Holdings Ltd., a wholly-owned, British
Columbia incorporated subsidiary of ValOre (the "Purchaser")
pursuant to which the Purchaser has agreed to purchase Jangada's
interest in the the Brazilian holding company Pedra Branca Brasil
Mineracao Ltda. (the "Company"), which owns the Pedra Branca
Project.
Material Terms
of the Agreement
The Purchaser will acquire a 100% interest in
the Company in exchange for the following consideration:
- the issuance and allotment to Jangada of:
- 22,000,000 common shares in the authorized share capital of
ValOre (the "Initial Shares") on the date of closing of the
Transaction ("Completion");
- 3,000,000 common shares in the authorized share capital of
ValOre (the "Subsequent Shares" and together with the Initial
Shares, the "Consideration Shares") in six equal tranches
commencing on the date falling six months after Completion and
ending on the date falling thirty-six months after Completion,
subject to any adjustment as a result of certain specified
liabilities; and
- cash payments to Jangada in the aggregate of C$3,000,000, as
follows:
- C$250,000, which has been paid to Jangada;
- C$750,000 payable on Completion;
- C$1,000,000 on, or before, 3 months after Completion; and
- C$1,000,000 on, or before, 6 months after Completion.
All Consideration Shares will be subject to a
statutory hold period expiring four months and a day from the date
of issuance.
The issuance and allotment of the ValOre Shares
would give Jangada an interest of approximately 33% in the current
share capital of ValOre as enlarged by the issuance and allotment
of the Consideration Shares, but prior to the issuance and
allotment of the new common shares in authorized share capital of
ValOre pursuant to the private placement announced by ValOre on
June 6, 2019 (the "Financing"). On Completion, Jangada will have
the right to nominate two individuals to the ValOre Board with one
nominee to be appointed immediately and one nominee to be appointed
as an observer to the ValOre Board, with the intention that such
observer shall be appointed to the ValOre Board at the next annual
general meeting of ValOre following Completion. The two nominees
will also be nominated for re-election at the annual general
meeting of ValOre in 2020. Subsequently, Jangada's right to
nominate up to two directors may be extended if mutually agreed in
writing by ValOre, Jangada and each of the nominee board
members.
Pursuant to the Agreement, Jangada has agreed
that, for so long as it holds 10% or more of the issued and
outstanding common shares of ValOre, in the event Jangada wishes to
sell any of its holding of ValOre shares it will give ValOre a 7
day notice period and the opportunity to find buyers for such
shares on a best price and best execution basis, with a view to
maintaining an orderly market for the issued and outstanding common
shares in ValOre.
Significant
Conditions to Completion
Closing is subject to several conditions
precedent, which are normal for transactions of this nature and
which include, but are not limited to, the following:
- Approval of the Transaction by a
simple majority of Jangada's shareholders;
- Approval of the creation of a new
control person by a simple majority of ValOre's shareholders;
- Completion of the Financing;
- No material adverse change having
occurred in the business, the assets or liabilities of the
Company;
- Receipt of all necessary third
party contractual and regulatory approvals including from the TSX
Venture Exchange; and
- Completion of the Transaction by
not later than September 1, 2019.
Jangada
Shareholder Approval
For Jangada, the Transaction is of sufficient
size to constitute a disposal resulting in a fundamental change of
Jangada’s business pursuant to Rule 15 of the AIM Rules, and
Completion is, therefore, conditional upon the approval of a
majority (more than 50% in favour) of Jangada’s shareholders.
Accordingly, Jangada will be sending out an
information circular to its shareholders and seeking their consent
at a general meeting of Jangada on Friday, August 2, 2019.
According to Jangada, it has received irrevocable undertakings to
vote in favour of the Transaction from shareholders of Jangada
holding, in aggregate, 142,355,601 Jangada Ordinary Shares,
representing 59.99 per cent of the Jangada’s existing issued share
capital. It is therefore expected that the resolution will be
approved at the General Meeting.
Private Placement
ValOre also provides an update on its previously
announced Financing to fund transaction costs of the Acquisition,
exploration expenditures on the Project and working capital.
Sufficient funds have been committed by investors to exceed the
minimum C$3,000,000 Financing amount necessary to close the
Transaction. The Financing may close in multiple tranches and
insiders of ValOre will participate. Any insider participation will
be considered to be a related party transaction within the meaning
of TSX Venture Exchange Policy 5.9 and Multilateral Instrument
61-101 (“MI 61-101”). ValOre intends to rely on the exemptions from
the requirements of MI 61-101 in respect of any insider
participation. Completion of the Financing is subject to acceptance
by the TSX Venture Exchange.
About
ValOre
ValOre Metals Corp. (TSX-V: VO) is a Vancouver
based company with a portfolio of high‐quality uranium and precious
metal exploration projects in Canada. In addition to the Baffin
Gold Property, ValOre holds Canada's highest‐grade uranium resource
outside of Saskatchewan. ValOre’s 89,852 hectare Angilak Property
in Nunavut Territory, hosts the Lac 50 Trend with a NI 43-101
Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling
43.3 million pounds U3O8. ValOre's comprehensive exploration
programs have demonstrated the "District Scale" potential of the
Angilak Property. For disclosure related to the inferred resource
for the Lac 50 Trend uranium deposits, please refer to ValOre's
news release of March 1, 2013.
In Saskatchewan, ValOre holds a 100% interest in
the 13,711 hectare Hatchet Lake Property and a 50% interest in the
131,412 hectare Genesis Property, both located northeast of the
north-eastern margin of the uranium-producing Athabasca Basin.
ValOre’s team has forged strong relationships
with sophisticated resource sector investors and partner Nunavut
Tunngavik Inc. (NTI) on both the Angilak and Baffin Gold
Properties. ValOre was the first company to sign a comprehensive
agreement to explore for uranium on Inuit Owned Lands in Nunavut
Territory, Canada and is committed to building shareholder value
while adhering to high levels of environmental and safety standards
and proactive local community engagement
On behalf of the Board of Directors "Jim Paterson" James R.
Paterson, Chairman and CEO ValOre Metals Corporation
For further information about, ValOre Metals
Corporation or this news release, please visit our website
at www.valoremetals.com or contact Investor Relations
toll free at 1.888.331.2269, at 604.646.4527, or by email
at info@valoremetals.com.
ValOre Metals
Corp. is a member of Discovery Group, for more information please
visit: www.discoverygroup.ca
The TSX
Venture Exchange does not accept responsibility for the adequacy or
accuracy of this news release.
Forward-Looking Statements
Certain statements within this news release,
other than statements of historical fact relating to ValOre, are to
be considered forward-looking statements with respect to the terms
and the timing of the Transaction, the completion of the conditions
precedent to the Transaction, the receipt of the necessary
shareholder and regulatory approvals, ValOre's intentions for the
Pedra Branca Project in Brazil, the exploration potential of the
Pedra Blanca Project and the terms and the timing of the Financing.
Forward-looking statements include statements that are predictive
in nature, are reliant on future events or conditions, or include
words such as "expects", "potential", "anticipates", "plans",
"believes", "considers", "significant", "intends", "targets",
"estimates", "seeks", attempts", "assumes", and other similar
expressions.
The forward-looking statements are based on
assumptions which, while considered reasonable by ValOre, are, by
their nature, subject to inherent risks and uncertainties and are
not guarantees of future performance. Factors that could cause
actual results to differ materially from those in forward-looking
statements include, but are not limited to: the receipt of and
timing of any required approvals, the interpretation of previous
and current results, the accuracy of exploration results, the
anticipated results of future exploration, the forgoing ability to
finance further exploration, delays in the completion of
exploration, the future prices of platinum group metals, and other
metals, and general economic, market and/or business conditions.
There can be no assurances that such statements and assumptions
will prove accurate and, therefore, readers of this news release
are advised to rely on their own evaluation of the information
contained within.
Although ValOre has attempted to identify
important risks, uncertainties and other factors that could cause
actual performance, achievements, actions, events, results or
conditions to differ materially from those expressed in or implied
by the forward-looking statements, there may be other risks,
uncertainties and other factors that cause future performance to
differ from what is anticipated, estimated or intended. Unless
otherwise indicated, forward-looking statements contained herein
are as of the date hereof and ValOre does not assume any obligation
to update any forward-looking statements after the date on which
such statements were made, except as required by applicable
law.
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