Chantrell Ventures Corp. ("Chantrell" or the "Corporation")
(NEX:CV.H) is pleased to announce that it has entered into
a binding share purchase agreement (“
SPA”) with
Chalice Gold Mines Limited (“
Chalice”) to acquire
Chalice’s wholly-owned subsidiary Chalice Gold Mines (Quebec) Inc.
(“
CGMQ”). CGMQ is the registered holder of the
East Cadillac and Kinebik Gold Projects in Quebec, Canada. CGMQ
also holds the underlying Option Agreements on the East Cadillac
Gold Project with Globex Mining Enterprises Inc. and Renforth
Resources Inc.
The transaction is subject to, among other
things, approval of the TSX Venture Exchange.
Key Terms
Chantrell is party to an arrangement agreement
dated May 14, 2019 (the "Arrangement Resolution")
between Chantrell and Osisko Mining Inc. ("Osisko
Mining"), pursuant to which, among other things, Chantrell
will acquire certain non-core assets of Osisko Mining in exchange
for common shares of Chantrell ("Shares") by way
of a court-approved plan of arrangement under the Business
Corporations Act (Ontario) (the "Arrangement").
The Arrangement will result in the reverse takeover of Chantrell by
Osisko Mining, following which the Corporation will be renamed "O3
Mining Inc." (the "Resulting Issuer") and
reorganized as part of the Arrangement. The Arrangement was
approved by Chantrell shareholders on June 28, 2019. Completion of
the Arrangement is a condition precedent to completion of the SPA
with Chalice.
Under the SPA, Chalice will sell all outstanding
shares in its wholly owned subsidiary CGMQ, to the Resulting
Issuer. Chalice will receive 3,092,784 common shares of the
Resulting Issuer, at a deemed value of C$3.88 per common share, for
a total of C$12 million in consideration.
In accordance with the restrictions under
Canadian securities laws and subject to certain exceptions, Chalice
will be restricted from trading these shares for a period of four
months from the date of issuance.
Following closing of the transaction, Chalice
will retain a 1.0% NSR royalty on all 100% owned claims on both
projects that are not subject to a pre-existing royalty. CGMQ
currently has approximately C$1.3 million in tax credits and, under
the SPA, the Resulting Issuer will reimburse Chalice any amounts
received, provided that such amounts are received from Canadian tax
authorities during an agreed post-closing period.
Closing is subject to a number of conditions,
and approvals, including, among other things, any required approval
of Chalice shareholders, and completion of the Arrangement.
Closing is anticipated to occur in early Q3 2019.
About Chantrell Ventures
Corp.
Chantrell's mission is to enhance shareholder
value through the acquisition and development of mining properties,
with a bias towards gold projects in Ontario and Québec.
For further information on Chantrell Ventures
Corp., please contact: Paul Parisotto President, CEO and Director
(416) 874-1702
About Osisko Mining Inc.
Osisko is a mineral exploration company focused
on the acquisition, exploration, and development of precious metal
resource properties in Canada. Osisko holds a 100% interest in the
high-grade Windfall Lake gold deposit located between Val-d'Or and
Chibougamau in Québec and holds a 100% undivided interest in a
large area of claims in the surrounding Urban Barry area and nearby
Quévillon area (over 3,500 square kilometres).
For further information on Osisko Mining Inc.,
please contact: John Burzynski, President, CEO and Director (416)
363-8653.
Cautionary Statement Regarding
Forward-Looking Information
This news release contains "forward-looking
information" within the meaning of the applicable Canadian
securities legislation that is based on expectations, estimates and
projections as at the date of this news release. The information in
this news release about the completion of Arrangement and other
forward-looking information includes but is not limited to
information concerning: the intentions, plans and future actions of
Chantrell and Osisko Mining and other information that is not
historical facts.
Any statements that involve discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but
not always using phrases such as "expects", or "does not expect",
"is expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
information and are intended to identify forward-looking
information.
This forward-looking information is based on
reasonable assumptions and estimates of management of Chantrell and
Osisko Mining, at the time it was made, involves known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Chantrell and Osisko Mining
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
information. Such factors include, among others, risks relating to
the completion of the transactions described herein. Although the
forward-looking information contained in this news release is based
upon what management believes, or believed at the time, to be
reasonable assumptions, the Chantrell and Osisko Mining cannot
assure shareholders and prospective purchasers that actual results
will be consistent with such forward-looking information, as there
may be other factors that cause results not to be as anticipated,
estimated or intended, and neither Chantrell or Osisko Mining nor
any other person assumes responsibility for the accuracy and
completeness of any such forward-looking information. Chantell and
Osisko Mining do not undertake, and assumes no obligation, to
update or revise any such forward-looking statements or
forward-looking information contained herein to reflect new events
or circumstances, except as may be required by law.
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.
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