TomaGold Corporation Receives Approval for Option of Chibougamau Independent’s West Block and LOI on East Block
13 September 2023 - 10:59PM
Chibougamau Independent Mines Inc.
(“
Chibougamau”)
(CBG-TSX-V in
Canada, CLL1-Frankfurt, Stuttgart and Lang & Schwarz Stock
Exchanges in Germany, CMAUF-OTC in the US) is pleased to
announce that the
Option Agreement announced on
August 14, 2023 with TomaGold Corporation
(“
TomaGold”) (TSXV: LOT) (OTCQB: TOGOF) pursuant
to which Chibougamau granted TomaGold an option to acquire the West
Block, comprised of 99 claims in Barlow and McKenzie Townships,
Québec, has been approved by regulators.
In order to exercise its option and acquire a
100% interest in the West Block, TomaGold must make cash
payments to Chibougamau in an aggregate amount of $2,650,000 over a
period of five years, including an initial payment of $300,000 on
the effective date of the Option Agreement; issue 6 million
shares to Chibougamau within five business days of the effective
date of the Option Agreement; issue additional shares to
Chibougamau on an annual basis for five years thereafter in an
aggregate amount of $1,350,000, at an issue price per share equal
to the volume weighted average trading price of TomaGold’s shares
at the respective dates of issuance; and incur expenditures on the
West Block in an aggregate amount of $5,600,000 over a period of
five years, including $600,000 in the first year. Any
shares issued by TomaGold to Chibougamau under the Option Agreement
will be subject to a four-month “hold period” under applicable
securities regulations and the policies of the TSX Venture
Exchange.
Chibougamau will retain a 2% Gross
Metals Royalty (“GMR”) on the West Block, as will Globex Mining
Enterprises Inc. (GMX-TSX) (“Globex”). TomaGold has the right to
repurchase 0.5% of the 2% GMR held by each of Chibougamau and
Globex for a total purchase price of $1,500,000, to be divided
equally between Chibougamau and Globex.
Chibougamau is also pleased to announce
that TomaGold has received approval of the letter of intent (“LOI”)
for a potential sale of the East Block to TomaGold. The
East Block is comprised of 127 claims in McKenzie, Obalski, Roy and
Lemoine Townships, Québec.
Under the LOI exclusivity period, Chibougamau
undertakes not to seek to enter discussions or negotiations with
any party other than TomaGold regarding the sale of the East Block
in consideration for which TomaGold will pay $200,000 to
Chibougamau. During the exclusivity period, TomaGold will
be entitled to carry out a due diligence review of the East
Block.
An indicative term sheet forming part of the LOI
provides that if Chibougamau and TomaGold enter into a
definitive agreement for the purchase and sale of the East Block,
the purchase price will be $11 million in cash payments from
TomaGold to Chibougamau over a period of two years, including
$5 million upon signing of the definitive agreement,
and the issuance by TomaGold to Chibougamau on the closing date of
the sale of 10 million common shares at a deemed price of
$0.05 per share. The LOI provides that TomaGold will grant a
first-ranking hypothec to Chibougamau as security for payment of
the cash purchase price for the East Block.
The LOI also provides that TomaGold will grant a
2% GMR on the East Block to each of Chibougamau and Globex and that
TomaGold will have the right to repurchase 0.5% of the 2% GMR held
by CIM and Globex, respectively, for $750,000 for each 0.5%
purchased.
The LOI does not constitute a legally binding
contract, offer or promise of sale of the East Block and no
assurance can be given by Chibougamau that it will enter into a
definitive agreement with TomaGold with respect to the sale of the
East Block on the terms and conditions set out above or at all. Any
definitive agreement with respect to the sale of the East Block
will be subject to regulatory approval, including that of the TSX
Venture Exchange, and may be subject to shareholder approval.
TomaGold has received conditional approval from
the TSX Venture Exchange for these transactions. The common shares
to be issued in relation with the agreements are subject to a
resale restriction period of four months and one day.
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 the release.
We Seek Safe Harbour. |
CUSIP Number 167101 203 LEI 529900GYUP9EBEF7U709 |
For further information, contact: |
Jack Stoch, P.Geo., Acc.Dir. President & CEO Chibougamau
Independent Mines Inc. 86, 14th Street Rouyn-Noranda, Quebec Canada
J9X 2J1 |
Tel.: 819.797.5242 Fax: 819.797.1470 info@chibougamaumines.com
www.chibougamaumines.com |
|
|
Forward Looking Statements
Except for historical information, this News Release may
contain certain “forward looking statements”, including statements
with respect to the option granted on the West Block property and
the letter of intent for a potential sale of the East Block
property. These statements may involve a number of known and
unknown risks and uncertainties and other factors that may cause
the actual results, level of activity and performance to be
materially different from the Company’s expectations and
projections. A more detailed discussion of the risks is available
under “disclaimer” on the Company’s website.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/f084c760-887b-486c-96ba-bedfbbba76c5
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