VANCOUVER, May 8, 2020 /CNW/ - District Metals Corp.
(TSX-V: DMX; "District" or the "Company") is pleased
to announce that, further to its news release dated
February 28, 2020, the Company has
received acceptance in principle from the TSX Venture Exchange (the
"TSXV") of the Company's acquisition of 100% ownership of
the Tomtebo and Trollberget properties (together, the
"Properties") pursuant to the previously announced purchase
agreement dated February 27, 2020
(the "Purchase Agreement") between the Company and Viad
Royalties AB (the "Seller"), a wholly-owned subsidiary of
EMX Royalty Corp. (TSX-V:EMX) ("EMX"). The acquisition of
the Properties by the Company is hereinafter referred to as the
"Transaction".
Closing of the Transaction is expected to occur on or before
June 22, 2020 subject to the terms of
the Purchase Agreement and receipt of final acceptance from the
TSXV however, trading in the Company's shares is expected to resume
on or about May 12, 2020.
In connection with TSXV acceptance of the Transaction, the
Purchase Agreement was amended to provide that:
a) the maximum number of shares of
the Company (the "District Shares") issuable to EMX pursuant
to EMX's "top-up right" is 11,940,000 District Shares (the top-up
right allows EMX to maintain its proportionate shareholding in the
Company at no additional consideration until the earlier of the
five year anniversary of the closing and completion of a financing
raising gross proceeds of at least $3
million); and
b) the number of District Shares
issuable to EMX in full or partial payment of the $275,000 due upon announcement by the Company of
each of a mineral resource estimate and preliminary economic
assessment, will be calculated using the higher of the 20
day (or such shorter period required by the TSXV or other exchange
or quotation system) volume-weighted average price of the District
Shares on the TSXV (or such other exchange or quotation system as
such shares are then listed or quoted) and (ii) the Discounted
Market Price (as defined in the policies of the TSXV).
For further details regarding the terms of the Transaction,
please refer to the Company's news release of February 20, 2020 and the Purchase Agreement
(including the aforementioned amendment thereto) filed on the
Company's profile on www.sedar.com.
Also in connection with the TSXV's acceptance of the
Transaction, the Company confirms that Vector Geological Solutions
Inc. ("Vector"), a consultant retained by the Company to
identify potential mineral properties for acquisition by the
Company is not a "non-arm's length party" to the Company or
EMX and the 500,000 District Shares issuable to Vector as
consideration for identifying the Properties and facilitating
completion of the proposed Transaction will be issued as
follows: (i) 299,140 District Shares, upon the issue by the Company
of 3,274,257 District Shares to EMX on closing of the Transaction;
(ii) 18,750 District Shares, upon payment by the Company to EMX of
the $35,000 cash payment due at
closing of the Transaction; and (iii) as to the balance, upon the
issuance by the Company of up to an additional 2,428,133 District
Shares to EMX pursuant to the "top-up right" referred to above, in
each case, if and to the extent paid or issued within 12 months of
closing of the Transaction.
About District Metals Corp.
District Metals Corp. is led by industry professionals with a
track record of success in the mining industry. The Company's
mandate is to seek out, explore, and develop prospective mineral
properties through a disciplined science-based approach to create
shareholder value and benefit other stakeholders.
The advanced exploration stage Tomtebo Property is located in
the Bergslagen Mining District of south-central Sweden will be the Company's main focus.
Tomtebo comprises 5,144 ha, and is situated between the historic
Falun Mine and Boliden's Garpenberg Mine that are located 25 km to
the northwest and southeast, respectively. Two historic
polymetallic mines and numerous polymetallic showings are located
on the Tomtebo Property along an approximate 17 km trend that
exhibits similar geology, structure, alteration and VMS/SedEx style
mineralization as other significant mines within the district.
Mineralization that is open at depth and along strike at the
historic mines on the Tomtebo Property has not been followed up on,
and modern systematic exploration has never been conducted on the
Property.
Technical Information
All scientific and technical information in this news release
has been prepared by, or approved by Garrett Ainsworth, PGeo, President and CEO of
the Company. Mr. Ainsworth is a qualified person for the
purposes of National Instrument 43-101 - Standards of Disclosure
for Mineral Projects.
Mr. Ainsworth has not verified any of the information regarding
any of the properties or projects referred to herein other than the
Tomtebo and Trollberget Properties. Mineralization on any
other properties referred to herein is not necessarily indicative
of mineralization on the Tomtebo and Trollberget Properties.
On Behalf of the Board of Directors
"Garrett Ainsworth"
President and Chief Executive Officer
604-628-2669
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statement Regarding "Forward-Looking"
Information.
This news release contains certain statements that may be
considered "forward-looking statements" with respect to District
Metals Corp. ("District Metals" or the "Company") within the
meaning of applicable securities laws. In some cases, but not
necessarily in all cases, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "targets", "expects" or "does not expect", "is expected",
"an opportunity exists", "is positioned", "estimates", "intends",
"assumes", "anticipates" or "does not anticipate" or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might", "will" or "will
be taken", "occur" or "be achieved". In addition, any statements
that refer to expectations, predictions, indications, projections
or other characterizations of future events or circumstances
contain forward-looking information. Statements containing
forward-looking information are not historical facts but instead
represent management's expectations, estimates and projections
regarding future events.
Forward-looking statements relating to District Metals
include, among other things, statements relating to: timing
of the closing of the proposed Transaction including receipt of all
regulatory approvals and satisfaction of all other conditions
precedent; completion of the expenditure requirements thereunder,
future commodity prices; District Metals' planned exploration
activities including costs, timing and results thereof; the
adequacy of the Company's financial resources and ability to raise
additional funds as and when required and on reasonable terms; and
timing, receipt and maintenance of all required approvals, consents
and permits under applicable legislation.
These statements and other forward-looking information are
based on opinions, assumptions and estimates made by District
Metals in light of its experience and perception of historical
trends, current conditions and expected future developments, as
well as other factors that the Company believes are appropriate and
reasonable in the circumstances, as of the date of this news
release, including, without limitation, assumptions about the
receipt of all regulatory approvals to the completion of the
proposed Transaction; satisfaction of all conditions precedent to
completion of the acquisition of the Properties; the Company's
ability to raise sufficient capital to fund planned exploration
activities, maintain corporate capacity and satisfy the
exploration expenditure requirements required by the Purchase
Agreement by the times specified therein (failing which the
Properties will be forfeited without any repayment to the Company);
and stability in financial and capital markets.
Forward-looking information is necessarily based on a number
of opinions, assumptions and estimates that, while considered
reasonable by District Metals as of the date such statements are
made, are subject to known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results,
level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking
information, including but not limited to the following factors: a
number of conditions precedent must be satisfied for the proposed
Transaction to be completed (including regulatory approval); the
risk that the Company will be unable to raise sufficient capital to
maintain its mineral tenures and concessions in good standing,
finance planned exploration (including incurring prescribed
exploration expenditures required by the Purchase Agreement) and
for general corporate purposes, the risk that the Company will not
be able to explore and develop the Properties; the risk that if the
required exploration expenditures are not incurred by the time
specified therefor the Properties will be forfeited without any
repayment of the purchase price; management and conflicts of
interest; fluctuations in demand for, and prices of gold, silver
and copper; inherent risks of exploration for mineral deposits,
including that commercial quantities or grades of minerals may not
be discovered; risks associated with the uncertainty of estimates
of mineral resources governmental regulations, particularly those
applicable to the mineral exploration and development industry;
environmental laws and regulations and associated risks, including
climate change legislation; land reclamation requirements; the
ability to obtain and maintain necessary rights, concessions and
permits; risks of operating in a foreign jurisdiction and through
foreign subsidiaries; a dependence on ability to attract and retain
qualified management; limitations of insurance and uninsured risks;
public social activism against companies undertaking natural
resource development; risks associated with First Nations
relations; competition; legal proceedings and the enforceability of
judgments; anti-corruption and bribery regulations;; market events
and general economic conditions globally; currency exchange rate
risks. These factors and assumptions are not intended
to represent a complete list of the factors and assumptions that
could affect District Metals. These factors and assumptions,
however, should be considered carefully.
Although the Company has attempted to identify factors that
would cause actual actions, events or results to differ materially
from those disclosed in the forward-looking statements or
information, there may be other factors that cause actions, events
or results not to be as anticipated, estimated or intended. Also,
many of such factors are beyond the control of the Company.
Accordingly, readers should not place undue reliance on
forward-looking statements or information. The forward-looking
information is made as of the date of this news release), and the
Company assumes no obligation to publicly update or revise such
forward-looking information.
SOURCE District Metals Corp.