TSX-V: ARL.P
TORONTO, Dec. 21,
2022 /CNW/ - Aurum Lake Mining Corporation
("Aurum Lake" or the "Company") announces
that it has entered into an agreement dated December 19, 2022 (the "Option Agreement")
with Transition Metals Corp. (the "Optionor"). Pursuant to
the Option Agreement, the Optionor has granted the exclusive right
and option (the "Option") to the Company to acquire a 100%
interest of the Optionor's rights to certain mineral claims known
as the Homathko Gold Project, located in the Province of
British Columbia (the
"Property").
Aurum Lake is a "capital pool company" under the policies of the
TSX Venture Exchange (the "Exchange") and the Option
Agreement with the Optionor will constitute its "Qualifying
Transaction" (the "Transaction") in accordance with Exchange
Policy 2.4 - Capital Pool Companies ("Policy
2.4"). Upon completion of the Transaction, Aurum Lake
expects to be listed as a Tier 2 Mining Issuer on the Exchange.
Terms of the Transaction
Pursuant to the Option Agreement, the Optionor will retain
a net smelter royalty of 2.0% on all mineral production on the
Property and the Option is also subject to an underlying net
smelter royalty of 1.0% on tenures 1010863, 761502 and 761522 to
Nova Royalty Corp.
In consideration of the grant of the Option, the Company will
pay a total of $470,000 to the
Optionor in cash payments per the schedule listed below, incur work
program expenditures on the Property totalling $500,000 over two years, and make a one-time
$5,000,000 lump sum payment to the
Optionor upon the commencement of commercial production, in
addition to making such payments as necessary to keep the Property
in good standing during the term of the Option.
The cash payments will be made as follows:
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(i)
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$20,000 on
signing;
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(ii)
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an additional $100,000
three days following the date the Option Agreement is accepted for
filing by the Exchange (the "Effective Date");
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(iii)
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an additional $150,000
on the first anniversary of the Effective Date; and
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(iv)
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an additional $200,000
on the second anniversary of the Effective Date.
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The work program expenditures will be made in accordance with the
following schedule:
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(i)
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$100,000 by the first
anniversary of the Effective Date; and
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(ii)
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a cumulative total of
$500,000 by the second anniversary of the Effective
Date.
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The Option Agreement and the Transaction are subject to a number of
conditions including, but not limited to, receipt of all required
regulatory approvals, including Exchange approval. The Transaction
will be an arm's length transaction, and accordingly, will not
require approval of the shareholders of Aurum Lake.
The Property
The Property is located in the Cariboo Region of British Columbia, approximately 57 kilometres
south of the community of Tatla
Lake, which lies 222 kilometres west of Williams Lake. The Property comprises of 35
contiguous mineral claims, encompassing a total of 30,971 hectares.
Over its history, multiple mineralized veins were discovered in
this area with high-grade gold values.
Concurrent Financing
In connection with the Transaction, the Company is anticipating
that it would complete a concurrent private placement (the
"Concurrent Financing"), the terms of which will be
determined at a later date. The Company intends to use the net
proceeds of the Concurrent Financing to fund the acquisition costs
of the Transaction, to fund the work program expenditures as
detailed in the NI 43-101 (as defined below) technical report and
to fund the general working capital expenses of the resulting
issuer. Aurum Lake will issue a subsequent news release once the
Company has finalized the terms of the Concurrent Financing in
accordance with Policy 2.4.
Directors and Management
The current directors of the Company will all remain as
directors of the Company following the completion of the
Transaction.
Sponsorship
Aurum Lake intends to make an application to the Exchange to
have the requirement for sponsorship of the Transaction waived.
There can be no assurance that the waiver will be granted. In
any event, an agreement to sponsor should not be construed as any
assurance with respect to the merits of the Transaction or the
likelihood of its completion.
Trading Halt
In accordance with Exchange policies, Aurum Lake's common shares
are currently halted for trading and will remain so until
completion of the Transaction. Aurum Lake expects to provide an
update with respect to the Property and the proposed Qualifying
Transaction in a subsequent press release in accordance with Policy
2.4.
Qualified Person
George Wesley Roberts is a
"qualified person" in accordance with National Instrument 43-101 –
Standards of Disclosure for Mineral Projects ("NI
43-101") and has reviewed and approved the technical
information contained in 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 and various approvals required in
connection with the Transaction, 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.
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.
SOURCE Aurum Lake Mining Corporation
