Glorious Creation Limited
(“
Glorious” or the “
Company”)
(CSE: GCIT.X) is pleased to announce that the Company has entered
into a definitive purchase and sale agreement (the
“
Definitive Agreement”) dated
February 12, 2024 with Stallion Uranium Corp.
(“
Stallion”), a British Columbia mineral
exploration company with its common shares listed for trading on
the TSX Venture Exchange (the “
TSXV”). Pursuant to
the Definitive Agreement, the Company will acquire three separate
mineral properties comprised of an aggregate of seven mineral
claims, covering a total of 10,874 hectares (approximately 100
square kilometers), located in Eastern Athabasca Basin of
Saskatchewan (collectively, the “
Properties”) from
Stallion (the “
Transaction”).
The Transaction is subject to the approval of
the Canadian Securities Exchange (“CSE”) and is
intended to constitute a Fundamental Change of Glorious as defined
in CSE Policy 8 – Fundamental Changes and Changes of Business.
Subject to CSE approval, upon the closing of the Transaction (the
“Closing”), the business of the Company resulting
from the Transaction will primarily be the exploration for uranium
on the Properties.
Trading in the Company’s common shares (the
“Shares”) on the CSE was halted in connection with
this news release. Trading in the Shares will remain halted pending
the review of the Transaction by the CSE and satisfaction of any
conditions of the CSE for resumption of trading. It is likely that
that the Shares will not resume trading until the Closing.
The Properties
The Ford Lake project consists of three claims
covering an area of 7,431 hectares in the prolific Eastern
Athabasca Basin near the margin of the Mudjuik and Wollaston
Domains. Ford Lake is prospectively highlighted by the recent
CanAlaska Uranium Ltd. high-grade discovery hole at Moon Lake only
10km to the northeast. The uranium endowment of the area is proven
by the significant deposits of the Key Lake Mine only 15km to the
southeast and less than 20km from Cameco Corp.’s Millennium
deposit, and less than 20km from Denison Mines Corp.’s Gryphon and
Phoenix deposits with uranium mineral reserves of 106.4 Mlbs
(Million Pounds) U3O8.12
_____________________________
1 NI 43-101 Technical Report on the Wheeler River Project
Athabasca Basin, Saskatchewan, Canada dated June 20, 20232 Denison
Mines Corp. – Core Projects – Wheeler River Project
Each of the Cigar Lake East and Roughrider South
projects are located in the Eastern Athabasca Basin in northwest
Saskatchewan. The Cigar Lake East and Roughrider South projects
consists of four claims covering a total area of 3,443 hectares in
the Wollaston Domain in the Eastern Athabasca Basin.
Drew Zimmerman, CEO of Stallion Uranium Corp
stated “We are excited to see our three eastern basin projects move
into the hands of Glorious, while still being able to benefit from
their success. These projects warrant, and will now receive, a
committed uranium exploration program led by our world class
technical and geological team at a time when the world needs
meaningful uranium discoveries. All three projects are located in
the heart of the world-renowned Eastern Athabasca Basin and hold
significant potential for discovery.”
CEO Nicholas Luksha expressed enthusiasm
stating, “Today marks a significant milestone for our shareholders
as we secure a strategic land position in one of the most renowned
Uranium regions in the world. The full control of this acquisition
adds up to approximately 100 square kilometers, and is situated in
a significant area with recent Uranium discoveries. This exciting
opportunity has generated enthusiasm amongst our team and operating
partners at Stallion Uranium. Collaborating on this turnkey
operation, we aim to establish robust leadership and harness the
expertise of the existing technical team to commence drilling on
the most promising targets as soon as this summer. The ambitious
strategy we have in motion is poised to substantially enhance
shareholder value.”
Exhibit #1. Ford Lake, Cigar
Lake East, and Roughrider South shown above with all other Uranium
activity in the general region.
The Transaction
The Definitive Agreement provides that the
Company will acquire the Properties from Stallion for the following
consideration:
- concurrently with the signing the Definitive Agreement, a cash
payment of $100,000.00 (the “Deposit”), which one
half of the Deposit ($50,000) will be refundable by Stallion to
Glorious if Glorious does not obtain approval from the CSE;
- on the date of the Closing (the “Closing
Date”), a cash payment of $300,000.00;
- an aggregate of 2,500,000 Shares to be issued by the Company to
Stallion as follows:
- 500,000 Shares on the date which is six (6) months following
the Closing Date,
- 500,000 Shares on the date which is twelve (12) months
following the Closing Date,
- 500,000 Shares on the date which is eighteen (18) months
following the Closing Date, and
- 1,000,000 Shares on the date which is twenty-four (24) months
following the Closing Date; and
- a 3.0% net smelter return royalty on the Properties in favour
of Stallion (the "Royalty").
The terms of the Royalty will be governed by a
net smelter return royalty agreement (the “Royalty
Agreement”) to be entered into between the Company
and Stallion at Closing. The parties agreed to negotiate in good
faith to settle the terms of the Royalty Agreement promptly
following the execution of the Definitive Agreement. The Royalty
Agreement will include a 1.5% buy-back right in favour of the
Company which can be exercised at any point prior to commercial
production as follows: (a) $500,000 for 0.5%; (b) $750,000 for a
second 0.5%; and (c) $1,000,000 for a third 0.5%.
The Company and Stallion have also agreed to
enter into an operating agreement (the “Operating
Agreement”) pursuant to which Stallion will conduct an
agreed upon exploration program on one or more of the
Properties.
The completion of the Transaction is subject to
the satisfaction of various conditions as are standard for a
transaction of this nature, including, but not limited to: (i)
receipt of all requisite consents, waivers and approvals for the
Transaction, including the approval of the CSE, the approval by the
holders of at least 50.1% of the issued and outstanding Shares and
approval of the TSXV; (ii) the absence of any material adverse
change in the status of the Properties; (iii) entry into of the
Royalty Agreement and the Operating Agreement; (iv) the delivery of
a National Instrument 43-101 – Standards of Disclosure for Mineral
Properties compliant technical report with respect to one or more
of the Properties; (v) the Company meeting the qualifications for
listing under CSE Policy 2 – Qualification for Listing
(“Policy 2”) by filing all of the documents and
following the procedures set out in Policy 2; and (vi) Stallion, if
applicable, having received the requisite approvals from its
shareholders for the Transaction.
The Company expects to pay a finder’s fee in
connection with the Transaction to the party that introduced the
acquisition target to the Company, subject to applicable securities
laws and the policies of the CSE. There is no change of control of
the Company expected to occur as a result of the Transaction.
Qualifying Statement
The foregoing scientific and technical
disclosures for Glorious Creations Limited have been reviewed by
Darren Slugoski, P.Geo., a registered member of the Professional
Engineers and Geoscientists of Saskatchewan. Mr. Slugoski is a
Qualified Person as defined by National Instrument 43-101 -
Standards of Disclosure for Mineral Projects.
About Glorious Creation
Limited
Glorious is incorporated under the provisions of
the Business Corporations Act (British Columbia) with its
registered and head office in Vancouver, British Columbia. Glorious
is a “reporting issuer” in the provinces of Ontario, British
Columbia and Alberta.
For further information, please contact:
Glorious Creation Limited
Attention: Nicholas Luksha, CEO and Director
Phone: (604) 838-0184
Cautionary Note
Completion of the Transaction is subject to a
number of conditions, including but not limited to, CSE acceptance
and shareholder approval. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, any information
released or received with respect to the Transaction 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 CSE has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents
of this news release.
This news release also includes references with
respect to CanAlaska Uranium Ltd.’s Moon Lake project, Cameco
Corp.’s Millennium deposit and Denison Mines Corp.’s Gryphon and
Phoenix deposits (collectively, the “Adjacent
Properties”), which are located near the
Properties in the Eastern Athabasca Basin. The Company advises
that, notwithstanding their proximity of location, discoveries of
minerals on the Adjacent Properties and any promising results
thereof are not necessarily indicative of the mineralization of, or
located on the Properties or the Company’s ability to commercially
exploit the Properties or to locate any commercially exploitable
deposits therefrom.
All technical information contained in this
press release with respect to Denison Mine’s Corp’s Gryphon and
Phoenix deposits, was provided by the sources noted in footnotes
(1) and (2) above without independent review and investigation by
the Company, and the Company has relied on the information
contained in the respective sources exclusively in providing the
information about the Denison Mine’s Corp’s Gryphon and Phoenix
deposits. The Company cautions investors on relying on this
information as the Company has not confirmed the accuracy or
reliability of the information.
Disclaimer for Forward-Looking
Information
Certain statements in this press release are
forward-looking statements, which reflect the expectations of
management regarding the Company’s completion of the Transaction
and related transactions. Forward-looking statements consist of
statements that are not purely historical, including any statements
regarding beliefs, plans, expectations or intentions regarding the
future, including, but not limited to: that the Company will obtain
the requisite approvals with respect to the Transaction, including
that of the CSE and the shareholders of the Company, as applicable;
that all other conditions for completion of the Transaction will be
satisfied for completion of the Transaction; that the Shares will
remain halted until the Closing; that the Company and Stallion will
successfully negotiate and enter into the Royalty Agreement and the
Operating Agreement; that the Company will commence drilling on the
Properties and the expected timing thereof; that the Company will
complete the name change as proposed; and that the Company will pay
a finder’s fee in connection with the Transaction. Such statements
are subject to risks and uncertainties that may cause actual
results, performance or developments to differ materially from
those contained in the statements, including risks related to
factors beyond the control of the Company. The risks include the
following: that the requisite corporate approvals of the directors
and shareholders of the Company may not be obtained; that the CSE
may not approve the Transaction; and other risks that are customary
to transactions of this nature. No assurance can be given that any
of the events anticipated by the forward-looking statements will
occur or, if they do occur, what benefits the Company will obtain
from them. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
The Canadian Securities Exchange (operated by
CNSX Markets Inc.) has neither approved nor disapproved of the
contents of this press release.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/3c35fb36-08b7-4726-8410-91dedbac698e
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