ARL.P Africo Resources Ltd

TSX-V: ARL.P

/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./

TORONTO, Dec. 21, 2023 /CNW/ - Aurum Lake Mining Corporation ("Aurum" or the "Company") is pleased to announce that further to its news releases of December 21, 2022, November 8, 2023, December 4, 2023 and December 6, 2023, it has filed a filing statement for its previously announced qualifying transaction (the "Qualifying Transaction") that is dated effective December 21, 2023 (the "Filing Statement") with the TSX Venture Exchange (the "TSXV") and on the Company's SEDAR+ profile at www.sedarplus.ca. Additional information in respect of the Qualifying Transaction and the Company can be found in the Filing Statement.

The Qualifying Transaction remains subject to the final approval of the TSXV and satisfaction of closing conditions customary for transactions of this nature. The Company, upon and subject to completion of the Qualifying Transaction (the "Resulting Issuer"), will continue under the name "Aurum Lake Mining Corporation" and trade on the TSXV under the symbol "ARL". Final acceptance of the Qualifying Transaction will occur upon the issuance of a final exchange bulletin (the "Exchange Bulletin") which will provide disclose the proposed date on which the Company's common shares will resume trading. Until such time, in accordance with the policies of the TSXV, the Company's common shares are currently halted from trading and will remain so until such time as required by TSXV policies.

Cautionary Note

Completion of the Qualifying Transaction is subject to a number of conditions including, without limitation, the receipt of all requisite regulatory approvals (including the approval of the TSXV) and other conditions that are customary for a transaction of this nature. Where applicable, the Qualifying Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Qualifying Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.  The trading in the securities of the Company on the TSXV, if reinstated prior to completion of the Qualifying Transaction, should be considered highly speculative.

Subject to final acceptance by the TSXV of the Qualifying Transaction, the Company will no longer be a capital pool company and will be classified as a Tier 2 mining issuer pursuant to the policies of the TSXV.

Completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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.

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Aurum's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the completion of the Qualifying Transaction and receiving approvals for the closing of the Qualifying Transaction. Such statements and information reflect the current view of Aurum. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: there is no assurance that Aurum will obtain all requisite approvals for the Qualifying Transaction or fulfill all the conditions and obligations required for the completion of the Qualifying Transaction, including the approval of the TSXV. There are a number of important factors that could cause Aurum's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Aurum; disruptions or changes in the credit or security markets; disruption of results of operation activities and development of the Homathko Property; unanticipated costs and expenses; and general market and industry conditions.

Aurum cautions that the foregoing list of material factors is not exhaustive. When relying on Aurum's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Aurum has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF AURUM AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE AURUM MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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 press release.

SOURCE Aurum Lake Mining Corporation