ValOre Metals Corp. (TSX‐V: VO) ("ValOre") today
announces the closing of the previously announced transaction (see
ValOre news releases dated June 6, 2019, May 28, 2019 and July 16,
2019) whereby ValOre acquired the Pedra Branca Project ("Pedra
Branca Project" or the "Project") in northeastern Brazil from
Jangada Mines PLC (the "Transaction"). The Pedra Branca Project is
a Platinum Group Metals ("PGM") District covering a total area of
38,940 hectares (96,223 acres) that comprises 38 exploration
licenses.
Pursuant to a share purchase agreement (the
"Agreement") among Jangada Mines PLC ("Jangada"), Valore and PBBM
Holdings Ltd., a wholly-owned, British Columbia incorporated
subsidiary of ValOre, ValOre acquired Jangada's interest in the
Brazilian holding company Pedra Branca Brasil Mineracao Ltda. (the
"Company"), which owns the Pedra Branca Project.
Material Terms of the Agreement
ValOre acquired a 100% interest in the Company
in exchange for the following consideration:
1. the issuance and allotment to Jangada of:
- 22,000,000 common shares in the authorized share capital of
ValOre (the "Initial Shares") on closing of the Transaction
("Closing");
- 3,000,000 common shares in the authorized share capital of
ValOre (the "Subsequent Shares" and together with the Initial
Shares, the "Consideration Shares") in six equal tranches
commencing on the date falling six months after Closing and ending
on the date falling thirty-six months after Closing, subject to any
adjustment as a result of certain specified liabilities; and
2. cash payments to Jangada in the aggregate of
C$3,000,000, as follows:
- C$250,000 paid to Jangada prior to Closing;
- C$750,000 paid to Jangada on Closing;
- C$1,000,000 payable on, or before, 3 months after Closing;
and
- C$1,000,000 payable on, or before, 6 months after Closing.
All Consideration Shares will be subject to a
statutory hold period expiring four months and a day from the date
of issuance.
Cormark Securities Inc. was issued 1,000,000 units as a
financial advisory fee. Each unit consists of one common share of
ValOre and one half of one common share purchase warrant. Each
whole warrant will be exercisable into one common share of ValOre
for C$0.35 per common share for a period of two years from the date
of the closing of the Transaction.
The issuance and allotment of the Initial Shares
has resulted in Jangada becoming a "control person" of ValOre (as
such term is defined by the TSX Venture Exchange) as a result of
holding an interest of approximately 26.1% in the current share
capital of ValOre including the issuance and allotment of the new
common shares of ValOre issued pursuant to the closing of the
private placements announced by ValOre on June 6, August 9, and
August 12, 2019 (the "Placement"). Additionally, pursuant to the
Agreement, Jangada obtained the right to nominate two individuals
to the board of ValOre (the "ValOre Board") with one nominee to be
appointed immediately and one nominee to be appointed as an
observer to the ValOre Board, with the intention that such observer
shall be appointed to the ValOre Board at the next annual general
meeting of ValOre following Closing. The two nominees will
also be nominated for re-election at the annual general meeting of
ValOre in 2020. Subsequently, Jangada's right to nominate up to two
directors may be extended if mutually agreed in writing by ValOre,
Jangada and each of the nominee board members. On Closing, Luis
Mauricio Azevedo was appointed to the ValOre Board and Brian
McMaster as an observer to the ValOre Board as the initial nominees
of Jangada.
Pursuant to the Agreement, Jangada agreed that,
for so long as it holds 10% or more of the issued and outstanding
common shares of ValOre, in the event Jangada wishes to sell any of
its holding of ValOre shares it will give ValOre a 7 day notice
period and the opportunity to find buyers for such shares on a best
price and best execution basis, with a view to maintaining an
orderly market for the issued and outstanding common shares in
ValOre.
In connection with the completion of the
Transaction, on August 14 , 2019 Jangada Mines plc, having an
office at 20 North Audley Street, London, United Kingdom, W1K 6WE,
acquired 22 million common shares of ValOre as part consideration
for the sale of all of the shares of the Company and as further
consideration is entitled to receive an additional 3 million common
shares of ValOre in six equal tranches over a period of 36 months,
with the first tranche of 500,000 common shares of ValOre (the
“Initial Subsequent Shares”) issuable to Jangada on February 14,
2020. Immediately prior to the completion of the Transaction,
Jangada did not own or exercise direction or control over any
securities of ValOre. Immediately following this Transaction,
Jangada owned 22,000,000 common shares of ValOre, representing
26.1% of the issued and outstanding common shares of ValOre.
Assuming receipt by Jangada of the Initial Subsequent Shares,
Jangada would own 22,500,000 common shares of ValOre, which would
represent 26.7% of the then issued and outstanding common shares of
ValOre, on a partially-diluted basis, assuming no other Shares of
ValOre are issued.
The acquisition was made in connection with the
completion of the Transaction. Jangada may, depending on
various factors including, without limitation, market and other
conditions, increase or decrease its beneficial ownership, control
or direction over common shares or other securities of ValOre.
Jangada has prepared an early warning report in accordance with the
requirements of National Instrument 62-103 – The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues ("NI
62-103") that will appear under the ValOre’s profile on
www.sedar.com and a copy of which may be obtained by contacting
Brian McMaster, Chairman of Jangada, by telephone on +44 (0) 20
7317 6629, or in writing to 20 North Audley Street, London, United
Kingdom, W1K 6WE.
Private Placement
ValOre also announces the closing of the second
and final tranche of the previously announced Placement (see ValOre
news releases, dated June 6, 2019, July 16, 2019, and August 7,
2019). Pursuant to this tranche of the Placement, ValOre has issued
5,713,000 units (each a "Unit") at a price of $0.25 per Unit for
gross proceeds of $1,428,250. Each Unit consists of one ValOre
common share (“Share”) and one-half of one common share purchase
warrant (each whole common share purchase warrant, a “Warrant”).
Each Warrant will be exercisable into one Share for C$0.35 per
Share for a period of two years expiring August 14, 2021. In
aggregate, including both Placement tranches, ValOre has issued
12,800,000 Units at a price of $0.25 per Unit for gross proceeds of
$3,200,000.
Gross proceeds will be used to fund costs of the
Transaction, exploration expenditures on ValOre’s projects and
working capital. Insider participation will be considered to be a
related-party transaction within the meaning of TSX Venture
Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions (“MI 61-101”).
ValOre insiders James Paterson, Robert Scott, and Garth Kirkham
(related parties as such term is defined in MI 61-101) participated
in the Private Placement and acquired an aggregate of 4,713,000
Units. This portion of the Private Placement constituted a related
party transaction for the purposes of TSX Venture Exchange Policy
5.9 and MI 61-101. The Company relied on Section 5.5(a) of MI
61-101 for an exemption from the formal valuation requirement and
Section 5.7(1)(a) of MI 61-101 for an exemption from the minority
shareholder approval requirement of MI 61-101 as the fair market
value of the transaction insofar as the transaction involved
interested parties did not exceed 25% of the Company’s market
capitalization.
The Private Placement was unanimously approved
by the directors of the Company, with each of James Paterson and
Garth Kirkham disclosing their interests and abstaining from voting
with respect thereto as a result of their participation in the
Private Placement.
The Company did not file a material change
report more than 21 days before the expected closing of the Private
Placement as the details of the Private Placement and the
participation therein by related parties of the Company were not
settled until shortly prior to closing and the Company wished to
close on an expedited basis for sound business reasons.
Finders’ fees of $7,500 and 60,000 warrants were
issued to various finders related to the closing of this tranche of
the Placement. The finders’ warrants have the same terms and
conditions as the Warrants issued to the subscribers under the
Placement. All securities issued under this second tranche are
subject to TSXV and securities regulatory legends expiring on
December 15, 2019. Completion of the financing is subject to
acceptance by the TSX Venture Exchange.
In accordance with the requirements of Section
3.1 of NI 62-103, James Paterson, Chairman and CEO of ValOre,
having an office at 800 W Pender St #1020, Vancouver, BC V6C 1J8,
announces that on August 7, 2019 and August 14, 2019 he acquired an
aggregate of 8,633,000 Units at a price of $0.25 per Unit, for
total consideration of $2,158,250, by way of non-brokered private
placement. Each Unit consists of one Share and one-half of
one share purchase warrant. Each whole warrant entitles the
holder thereof to purchase one additional Share for two years from
the date of issuance at an exercise price of $0.35. Mr. Paterson
now owns or has control of 13,463,907 Shares of the Issuer, or
approximately 16.02% of the current issued and outstanding Shares
of ValOre.
Immediately prior to the completion of the
acquisition, Mr. Paterson held 4,803,907 shares directly
representing approximately 9.81% of the issued and outstanding
Shares of ValOre. Immediately after the completion of the
acquisition, Mr. Paterson held 13,463,907 Shares directly,
representing approximately 16.02% of the issued and outstanding
Shares of ValOre. Mr. Paterson also holds 272,500 options to
purchase an additional 272,500 Shares and 2,366,500 share purchase
warrants for the purchase of an additional 2,366,500 Shares of
ValOre. Assuming the exercise of the options and share
purchase warrants, Mr. Paterson would own a total of 16,102,907
Shares of ValOre, directly and indirectly, or approximately 19.16%
of ValOre's then issued and outstanding share capital assuming no
other Shares of ValOre are issued.
Mr. Paterson acquired the Units for investment
purposes and may acquire additional securities or dispose of
existing securities of ValOre, in the market or privately, from
time to time as circumstances warrant. The securities of Mr.
Paterson set out above are held directly. ValOre trades on the TSX
Venture Exchange under the symbol “VO”.
A copy of the early warning report will be filed
by Mr. Paterson in connection with this acquisition and will be
available on the SEDAR website at www.sedar.com or by contacting
Mr. Paterson at (604) 646-4527.
About ValOre
Metals Corp.
ValOre Metals Corp. (TSX‐V: VO) is a Vancouver
based company with a portfolio of high‐quality uranium and precious
metal exploration projects in Canada. In addition to the Baffin
Gold Property, ValOre holds Canada's highest‐grade uranium resource
outside of Saskatchewan. ValOre’s 89,852-hectare Angilak Property
in Nunavut Territory, hosts the Lac 50 Trend with a NI 43‐101
Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling
43.3 million pounds U3O8. ValOre's comprehensive exploration
programs have demonstrated the "District Scale" potential of the
Angilak Property. For disclosure related to the inferred resource
for the Lac 50 Trend uranium deposits, please refer to ValOre's
news release of March 1, 2013.
In Saskatchewan, ValOre holds a 100% interest in
the 13,711-hectare Hatchet Lake Property and a 50% interest in the
131,412 hectare Genesis Property, both located northeast of the
north‐eastern margin of the uranium‐producing Athabasca Basin.
ValOre’s team has forged strong relationships
with sophisticated resource sector investors and partner Nunavut
Tunngavik Inc. (NTI) on both the Angilak and Baffin Gold
Properties. ValOre was the first company to sign a comprehensive
agreement to explore for uranium on Inuit Owned Lands in Nunavut
Territory, Canada and is committed to building shareholder value
while adhering to high levels of environmental and safety standards
and proactive local community engagement.
On behalf of the Board of Directors,
"Jim Paterson" James R. Paterson, Chairman and CEO ValOre Metals
Corp.
For further information about, ValOre Metals
Corp. or this news release, please visit our website
at www.valoremetals.com or contact Investor Relations
toll free at 1.888.331.2269, at 604.646.4527, or by email
at contact@valoremetals.com.
ValOre Metals Corp. is a member of Discovery Group. For more
information please visit: www.discoverygroup.ca.
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.
This news release contains “forward-looking
statements” within the meaning of applicable securities laws,
including statements regarding the proposed timing and issuance of
the Subsequent Shares; the proposed timing and completion of future
cash payments payable to Jangada; the use of proceeds; the
appointment of the Jangada nominee observer to the ValOre Board;
the appointment of two nominees of Jangada to the ValOre Board in
2020; the possible extension of director nominee rights of Jangada
beyond 2020; and the potential future sale of shares of ValOre by
Jangada. Although ValOre believes that the expectations reflected
in its forward-looking statements are reasonable, such statements
have been based on factors and assumptions concerning future events
that may prove to be inaccurate. These factors and assumptions are
based upon currently available information to ValOre. Such
statements are subject to known and unknown risks, uncertainties
and other factors that could influence actual results or events and
cause actual results or events to differ materially from those
stated, anticipated or implied in the forward-looking statements. A
number of important factors including those set forth in other
public filings could cause actual outcomes and results to differ
materially from those expressed in these forward-looking
statements. Factors that could cause the actual results to differ
materially from those in forward-looking statements include the
future operations of the Company and economic factors. Readers are
cautioned to not place undue reliance on forward-looking
statements. The statements in this press release are made as of the
date of this release and, except as required by applicable law,
ValOre does not undertake any obligation to publicly update or to
revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise. ValOre
undertakes no obligation to comment on analyses, expectations or
statements made by third parties in respect of ValOre, or its
financial or operating results or (as applicable), their
securities.
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