VANCOUVER, Feb. 13, 2019 /CNW/ - Regency Gold Corp
("Regency" or the "Company") (NEX: RAU.H) is pleased
to announce that it has entered into a definitive agreement (the
"DA") dated February 8, 2019,
with Vanadium North Resources Inc. ("Vanadium North"),
pursuant to which the Company has agreed to acquire all of the
issued and outstanding common shares of Vanadium North (the
"Acquisition").
Vanadium North is a privately-owned Canadian mining company,
which holds the Valley of Vanadium project (the "Valley of
Vanadium") in the Northwest
Territories. The 9,600 hectare project is comprised of
wholly-owned claims in addition to an option to acquire 100% of
mining claims owned by Strategic Metals Ltd. ("Strategic
Metals"), previously known as the Van project. Strategic Metals
and Vanadium North are arm's length parties from each other.
Valley of Vanadium
The Valley of Vanadium project is a major sediment-hosted
vanadium prospect that has not seen focused exploration since 1985.
The project encompasses 19 road accessible mineral claims (96
km2) that are located in southwestern Northwest Territories. It is immediately
northwest of the former Cantung Mine.
Vanadium mineralization is principally developed in a moderately
to steeply dipping, sooty black, carbonaceous, siliceous mudstone
unit. Historical geological mapping done in conjunction with chip
sampling and diamond drilling indicates that this unit is at least
50 m thick and extends over a
considerable strike length. Two lines of continuous chip samples
collected 600 m apart across the
prospective horizon returned weighted averages of 0.58% and 0.61%
V2O5 over true widths of 56.1 m and 60.2 m,
respectively. A diamond drill hole completed between the chip
sample lines yielded a weighted average of 0.42%
V2O5 over 52.5
m, within a broader zone averaging 0.3%
V2O5 over 110
m. Bedrock exposure is very limited on the property and the
length of the mineralized zone is probably much greater than
600 m since this type of deposit
tends to have a high aspect ratio (depositional area vs.
thickness).
Strategic Metals will retain a 2% net smelter return royalty on
any commercial production from the property, one-half of which may
be purchased for a payment of $1,000,000 any time prior to the commencement of
commercial production.
Technical information in this news release has been approved by
Galen McNamara P. Geo., President
& CEO of Vanadium North and a qualified person for the purpose
of National Instrument 43-101. All technical results were obtained
from work completed historically on the Valley of Vanadium.
Management and Directors
The board of directors and management team of the company will
include the following professionals upon completion of the
Acquisition.
Michael Konnert – President, CEO
and Director
Mr. Konnert is co-founder and Partner of Inventa Capital Corp.,
a private natural resource investment company and President and CEO
of Vizsla Resources Corp (TSX-V: VZLA). Previously, he was
co-founder and CEO of Cobalt One Energy Corp. which was acquired by
Blackstone Minerals Ltd. (ASX: BSX) in 2017. He has nearly a decade
of experience in the natural resources industry, specifically in
executing successful corporate strategies for mineral exploration
companies. Mr. Konnert started his career with Pretium Resources
Inc. (TSX: PVG) shortly after their $265M IPO. Following that, he spent three years
with Riverside Resources Inc. (TSXV: RRI). Mr. Konnert holds a BCom
from Royal Roads University and a Diploma in Entrepreneurship from
the British Columbia Institute of Technology.
Galen McNamara – COO and
Director
Mr. McNamara is an entrepreneur and geologist who has been
involved in the resource industry since 2007. He is a co-founder of
Vanadium North Resources Inc. Previously he was Senior Project
Manager at NexGen Energy Ltd. (TSX: NXE) where he led field
exploration activities. For his work, he shared the 2018 PDAC Bill
Dennis Award and 2016 Mines and Money Exploration of the Year
Award. In 2014, Mr. McNamara co-founded Pioneer Exploration
Consultants Ltd., a successful exploration consulting business, and
Pioneer Aerial Surveys Ltd, a company focused on developing
UAV-borne geophysical surveys. Prior to that, he managed surface
exploration at what is now SSR Mining's Seabee Gold Operation where
he worked on the early drill development of the currently producing
Santoy Gap gold deposit. He has extensive experience managing the
rapid advancement of mineral projects beginning from discovery.
Garret Ainsworth – Director and
Technical Advisor
Mr. Ainsworth is an accomplished geologist and mining
executive. He was Vice President Exploration & Development at
NexGen Energy Ltd. (TSX: NXE) where he led the technical team and
all exploration activities. For his work at
NexGen, Garrett was co-recipient of the 2018 PDAC Bill
Dennis Award and the 2016 Mines and Money Exploration Award.
Prior to that, he was the Vice President Exploration at Alpha
Minerals Inc., and project managed the discovery of the Patterson
Lake South high-grade uranium boulder field and drill discovery of
the Triple R Uranium deposit. He was named co-recipient of
the AMEBC Colin Spence Award in 2013 for his lead role in the
discovery of Triple R.
Bill Radvak – Director
Bill Radvak has 30 years of
experience as senior manager and/or director of junior public
companies with business including high tech, biotech and mining.
Bill Radvak received a Mining and
Mineral Processing Engineering Degree (1986) from the University of British Columbia. Bill Radvak joined Monitor Ventures as President
& CEO in 2010. Previously he was a Founder and CEO of Response
Biomedical Corp., a publicly listed medical device company. Mr.
Radvak led Response Biomedical from inception to a 90-employee
sales and manufacturing company.
Terms of Acquisition
Upon completion of the Acquisition, (a) Regency will own 100% of
Vanadium North in consideration for the issuance to Vanadium North
shareholders of an aggregate of 13,995,985 common shares in the
capital of the Company ("Common Shares"); and (b) Regency
will issue 7,500,000 Common Shares to Strategic Metals. The common
shares of the Company to be issued to the shareholders of Vanadium
North as consideration for the Acquisition, as well as the common
shares of the Company to be issued to Strategic Metals, will be
subject to a voluntary escrow with releases occurring on the terms
contained in the DA which will be filed on SEDAR, in addition to
any mandatory escrow that may be imposed by the TSX Venture
Exchange (TSX-V)
The Company will not be seeking shareholder approval of the
Transaction, as the Transaction is not a Related Party Transaction
(as defined in the policies of the TSXV) and no other circumstances
exist which may compromise the independence of the Company with
respect to the transaction. Additionally, the Company is
without active operations and is listed on NEX and the Company is
not and does not anticipate being subject to a cease trade order or
be suspended from trading on completion of the Transaction.
The Company is not required by corporate law or applicable
securities laws from seeking shareholder approval.
The Acquisition is considered a Change of Business under the
policies of the TSXV. At the time of listing on NEX, the
Company was not in the business of mineral exploration, though it
currently holds certain mineral assets. On completion of the
Acquisition, the business of the Company will be the business of
Vanadium North, and it will be a mineral issuer engaged in the
vanadium exploration space.
Financing
Regency also intends to complete a concurrent private placement
financing (the "Financing"), to raise up to $2,000,000 through the issuance of up to
8,000,000 common shares of the Company at a price of $0.25 per share. In the event the Private
Placement is over-subscribed, the Company will make provision for
an over-allotment option (the "Over-Allotment Option") to
allow the Company to increase the size of the Private Placement by
up to 20% and issue an additional 2,000,000 common shares for
additional gross proceeds of $500,000.The pricing of the Financing was
determined in the context of the market. The Common Shares to be
issued pursuant to the Financing will be subject to a four-month
hold period.
The net proceeds from the Financing are expected to be used to
fund exploration activities at the Company's properties and for
working capital purposes.
The parties to the Acquisition are at Arm's Length. Completion
of the Acquisition and the Financing are subject to a number of
conditions, including the receipt of all required regulatory and
third-party consents, including the approval of the TSXV, and the
satisfaction of other customary closing conditions. Neither the
Acquisition nor the Financing can be completed until the required
approvals are obtained. There can be no assurance that the
Acquisition or the Financing will be completed as proposed or at
all.
About Vanadium North Resources Corp.
Vanadium North is a British
Columbia corporation that holds an option to acquire 100% of
the Valley of Vanadium, and such project, combined with surrounding
claims that have been staked by Vanadium North, comprises its sole
asset. In order to exercise the option, it is anticipated that the
Company will be required to (a) issue 7,500,000 common shares to
Strategic Metals, (b) incur expenditures of at least $90,000 prior to November
1, 2018 (complete), and (c) maintain all mining claims
comprising the Valley of Vanadium project in good standing until
December 31, 2019 (complete). Strategic Metals will retain a 2% net
smelter return royalty on any commercial production from the
property, one-half of which may be purchased for a payment of
$1,000,000 any time prior to the commencement of commercial
production.
The company was incorporated in July 2018 and has unaudited assets of
approximately $430,000 and no
liabilities. Vanadium North is currently completing audited
financial statements in conjunction with the Acquisition.
About Regency Gold Corp.
Regency Gold Corp is a mineral exploration company based in
Canada. It is engaged in the
identification, acquisition, exploration and, development of
exploration and evaluation assets.
Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and disinterested
Shareholder approval. The transaction cannot close until the
required Shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
disclosure document to be prepared in connection with the
transaction, any information released or received with respect to
the change of business may not be accurate or complete and should
not be relied upon. Trading in the securities of the Company should
be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
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 release.
ON BEHALF OF THE BOARD OF DIRECTORS
"Bill Radvak"
Bill
Radvak
Chief Executive and Director
Forward-Looking Information
This news release contains forward-looking statements and
information that are based on the beliefs of management and reflect
the Company's current expectations. When used in this news 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
news release include but are not limited to any statements
concerning the expected results of the Acquisition;
completion of the transactions contemplated by the DA and the
anticipated timing thereof; completion of the Financing and the
anticipated timing thereof and the expected use of proceeds from
the Financing.
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.
The forward-looking information contained in this news release
represents the expectations of the Company as of the date of this
news 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 the Company may elect to, it does not undertake
to update this information at any particular time except as
required in accordance with applicable laws.
SOURCE Regency Gold Corp.
