Geomega Resources Inc. (“
Geomega” or the
“
Corporation”) (TSX.V: GMA) (OTC: GOMRF) a
developer of clean technologies for the mining, refining and
recycling of rare earths, announces that the Q2 interim financial
statements for the six-month period ended November 30, 2020 have
been approved at the Board of Directors meeting
(“
Board”) which was held on January 27, 2021 and
have now been published on SEDAR and on the Corporation’s website.
Stock Option GrantsOther items
that were approved at the Board include the grant of 1,350,000
stock options pursuant to the Corporation’s Stock Option Plan, at
an exercise price of $0.34 per option, to officers, employees and
consultants of the Corporation and its subsidiary. The options to
the directors, officers and employees may be exercised for a period
of 5 years after the grant date and they vest gradually over a
period of 24 months from the day of grant, at a rate of 1/4 per
six-month period. The options to consultants may be exercised for a
period of 2 years after the grant date and they vest gradually over
a period of 12 months from the day of grant, at a rate of 1/4 per
three-month period. No stock options were granted at the Annual
General Meeting that was held on October 21, 2020.
Shares for Debt SettlementIn
connection with the Corporation’s efforts to clean its balance
sheet in anticipation of starting production at the demonstration
plant, the Corporation announced that it has entered into an
agreement to issue shares in settlement of a debt of $47,858
representing accrued interest from a convertible debenture
financing which closed on August 13, 2017 and other past consulting
services. As consideration for the settlement of the debt, the
Corporation will issue a total of 140,754 common shares at a deemed
price of $0.34 per share. The convertible debentures, which were
subscribed for by several members of the Corporation’s management
and directors, carried an interest of 10% per annum, compounded
quarterly. The debentures were converted into common shares at a
price of $0.12 in August 2019 except for the accrued and compounded
interest. Accordingly, this shares for debt settlement includes one
current director, Gilles Gingras, and the CEO of the corporation,
Kiril Mugerman. This agreement is considered a “related party
transaction” under Regulation 61-101 respecting Protection of
Minority Security Holders in Special Transactions (Québec)
(“Regulation 61-101”) and the corresponding Policy
5.9 of the TSXV; however, the proposed settlement with the
foregoing insiders is exempt from the formal valuation and minority
shareholder approval requirements provided under Regulation 61-101
in accordance with sections 5.5(a) and 5.7(1)(a) of said Regulation
61-101. The exemption is based on the fact that neither the market
value of the settlement with the insiders nor the consideration
paid therefor exceeds 25% of the Corporation’s market
capitalization. The Corporation did not file a material change
report at least 21 days prior to the settlement since the
transaction was not determined at that moment and the Corporation
wished to close the agreement on an expedited basis for sound
business reasons.
The settlement is subject to approval by the TSX
Venture Exchange.
About Geomega
(www.geomega.ca)Geomega
develops innovative technologies for extraction and separation of
rare earth elements and other critical metals essential for a
sustainable future. With a focus on renewable energies, vehicle
electrification, automation and reduction in energy usage, rare
earth magnets or neo-magnets (NdFeB) are at the center of all these
technologies. Geomega’s strategy revolves around gradually
de-risking its innovative technology and delivering cashflow and
return value to shareholders while working directly with the main
players in these industries to recycle the magnets that power all
those technologies.
As its technologies are demonstrated on larger
scales, Geomega is committed to work with major partners to help
extract value from mining feeds, tailings and other industrial
residues which contain rare earths and other critical metals.
Irrespective of the metal or the source, Geomega adopts a
consistent approach to reduce the environmental impact and to
contribute to lowering greenhouse gases emissions through recycling
the major reagents in the process.
Geomega’s core project is based around the ISR
Technology (Innord’s Separation of Rare Earths), a proprietary,
low-cost, environmentally friendly way to tap into a C$1.5 billion
global market to recycle magnet production waste and end of life
magnets profitably & safely.
Geomega also owns the Montviel rare earth
carbonatite deposit, the largest 43-101 bastnaesite resource
estimate in North America and holds over 16.8M shares, representing
approximately 19% of the issued and outstanding shares, of Kintavar
Exploration Inc. (KTR.V), a mineral exploration company that is
exploring for copper projects in Quebec, Canada.
For further information, please
contact:
Kiril MugermanPresident and CEOGeomega450-641-5119
ext.5653kmugerman@geomega.ca
Nancy ThompsonVorticom Public
Relations212-532-2208nancyt@vorticom.comTwitter: @Geomega_REE
Cautions Regarding Forward-Looking
Statements Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This news release contains statements that may
constitute “forward-looking information” or “forward-looking
statements” within the meaning of applicable Canadian securities
legislation. Forward-looking information and statements may
include, among others, statements regarding future plans, costs,
objectives or performance of the Corporation, or the assumptions
underlying any of the foregoing. In this news release, words such
as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”,
“anticipate”, “intend”, “plan”, “estimate” “target” and similar
words and the negative form thereof are used to identify
forward-looking statements. Forward-looking statements should not
be read as guarantees of future performance or results, and will
not necessarily be accurate indications of whether, or the times at
or by which, such future performance will be achieved. No assurance
can be given that any events anticipated by the forward-looking
information will transpire or occur, including as regards the
commercialization of any of the technology referred to above, or if
any of them do so, what benefits the Corporation will derive.
Forward-looking statements and information are based on information
available at the time and/or management's good-faith belief with
respect to future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond the Corporation’s control. These risks,
uncertainties and assumptions include, but are not limited to,
those described under “Risk Factors” in the Corporation’s annual
management’s discussion and analysis for the fiscal year ended May
31, 2020, which is available on SEDAR at www.sedar.com; they could
cause actual events or results to differ materially from those
projected in any forward-looking statements. The Corporation does
not intend, nor does the Corporation undertake any obligation, to
update or revise any forward-looking information or statements
contained in this news release to reflect subsequent information,
events or circumstances or otherwise, except if required by
applicable laws.
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