Canterra Minerals Corporation (CTM-TSX.V)
(“Canterra” or the “Company”) is pleased to announce that it has
entered into a binding share exchange agreement (the “Agreement”)
pursuant to which, subject to receipt of all applicable regulatory
approvals, the Company has agreed to acquire (the “Acquisition”)
all of the issued and outstanding securities of Teton Opportunities
Inc. (“Teton”). Teton is a private, arm’s‐length British Columbia
company led by a team of geologists which holds an option with a
subsidiary of Altius Minerals Corp. (together with the subsidiary,
“Altius”) (ALS:TSX) to acquire the Wilding Lake Project located in
central Newfoundland, Canada.
Wilding Lake Project Highlights:
- Property package encompassing approximately 104 km2 of highly
prospective geology coincident with 30 km of strike along the
Rogerson Lake structural corridor in Newfoundland
- Located on strike with Marathon Gold’s Valentine Lake project
as well as the Cape Ray gold deposit owned by Matador Mining
- Five zones of gold mineralization identified through a 30 hole
drill campaign in 2017, including: 10.01 g/t gold over 5.3m
- Low cost of exploration with all projects road accessible
The Wilding Lake Project is comprised of the
Wilding Lake, Noel Paul, Crystal Lake and Intersection gold
properties, totaling approximately 104 km2, and includes 30 km of
the Rogerson Lake structural corridor which runs for 200 kilometres
diagonally across Newfoundland. The Rogerson Lake corridor hosts
Marathon Gold’s Valentine Lake project as well as the Cape Ray gold
deposit owned by Matador Mining. New gold discoveries on the
Wilding Lake Project and continued success at Marathon Gold’s
Valentine Lake project, directly southwest of Wilding Lake,
indicate that the Rogerson Lake corridor is only recently emerging
as a major area of gold endowment.
Gold was first discovered at the Wilding Lake
Project through forestry activity in 2016. Five zones of gold
mineralization were identified by a previous operator through an
initial 30 hole drill campaign in 2017, with highlights
including:
- 10.01 g/t Au over 5.3m in hole WL-17-24
- 40.85 g/t Au over 0.5m in hole WL-17-01
- 0.98 g/t Au over 17.0m in hole WL-17-12
- 1.44 g/t Au over 5.1m in hole WL-17-08
- 11.14 g/t Au over 0.5m in hole WL-17-03
- 0.54 g/t Au over 12.7m in hole WL-17-28
The 2017 initial drill hole program successfully
demonstrated strong gold endowment at the Wilding Lake Project with
gold mineralization in 27 of the 30 holes in a proximal and
geologically similar setting to the Valentine Lake project to the
southwest. Gold mineralization occurred in shear-related orogenic
style quartz veins and quartz stockworks underneath shallow
overburden in an area that has not been previously systematically
explored for gold. Follow-up drilling on the gold mineralized zones
and yet to be drilled targets is warranted.
Click here to view the Wilding Lake Project
Property Map.
Acquisition Transaction
StructureAs at the date hereof, Teton has an aggregate of
15,000,000 common shares (the “Teton Shares”) and warrants to
acquire 6,250,000 common shares (the “Teton Warrants”) issued and
outstanding. In addition, pursuant to the terms of the Option
Agreement (as defined below) Altius shall be issued 12,500,000
Teton Shares and 6,250,000 Teton Warrants prior to closing of the
Acquisition (the “Payment Securities”). After giving effect to the
issuance of the Payment Securities, Teton shall have an aggregate
of 27,500,000 Teton Shares and 12,500,000 Teton Warrants
outstanding. Pursuant to the terms of the Agreement, subject to the
receipt of all requisite corporate, shareholder, and regulatory
approvals, in connection with the completion of the Acquisition,
Canterra intends to acquire all of the currently issued and
outstanding Teton Shares in exchange for an aggregate of 9,677,250
common shares of Canterra (the “Acquisition Shares”) based on an
exchange ratio of 0.3519 Canterra shares for each one Teton Share
acquired (the “Exchange Ratio”) and warrants (the “Acquisition
Warrants”) to acquire an aggregate of 4,398,750 common shares of
Canterra, with each Acquisition Warrant exercisable to acquire one
common share of Canterra at a price of $0.24 for a period of 24
months from the closing of the Acquisition. No fractional
Acquisition Shares or Acquisition Warrants will be issued.
$3.25 Million Concurrent Financing In connection
with the completion of the Acquisition, subject to receipt of TSX
Venture Exchange (the “Exchange”) approval, Canterra intends to
complete an equity financing (the “Financing”) comprised of: i)
19,250,000 flow-through common shares (the “FT Shares”) at a price
of $0.13 per FT Share, for aggregate proceeds of $2,502,500; and
ii) 6,250,000 units (each a “Unit”) at a price of $0.12 per Unit
for aggregate proceeds of $750,000. Each Unit will consist of one
common share of the Company (a “Share”) and one half of one common
share purchase warrant (a “Warrant”). Each Warrant will entitle the
holder to purchase one additional Share at an exercise price of
$0.24 per common share for a period of 24 months. Subject to
compliance with applicable securities laws and the approval of the
Exchange, cash finders’ fees may be payable to eligible arm’s
length persons with respect to certain subscriptions accepted by
the Company.
Debt SettlementIn addition, subject to receipt of
Exchange approval, Canterra intends to issue an aggregate of
2,841,530 common shares (the “Shares”) at a price of $0.12 per
Share in settlement (the “Debt Settlement”) of an aggregate of
$340,984 in outstanding debt (the “Debt”), including the settlement
of accrued management fees owing to a company controlled by a
director of the Company, and general and shareholder loans for
administrative expenses owing to a company that has a common
director with the Company.
Effect of TransactionsIt is anticipated that upon
completion of the Acquisition, assuming completion of the Financing
and Debt Settlement (the “Transactions”), it is anticipated that
the Company will have an aggregate of 47.0 million common shares,
share purchase warrants to acquire an aggregate of 4.4 million
common shares and 107,000 options to purchase common shares. Altius
will hold 4.4 million common shares which is anticipated to be 9.4%
of the common shares outstanding after giving effect to the
Transactions.
All shares issued under the Financing and the Debt
Settlement will be subject to a hold period of four months and one
day from the date of issuance under applicable Canadian securities
law or, as applicable, the policies of the Exchange.
The Acquisition constitutes a “Fundamental
Acquisition” within the policies of the Exchange and as a result,
trading in Canterra’s common shares on the Exchange will remain
halted until all materials required under Exchange policies in
connection with the Acquisition have been filed. Closing of the
Acquisition is subject to a number of conditions including
completion of the Debt Settlement, the Financing, completion of
satisfactory due diligence, receipt of all required corporate,
regulatory and third party consents, including Exchange approval,
and satisfaction of other customary closing conditions. The
Acquisition cannot close until the required approvals are obtained.
There can be no assurance that the Acquisition will be completed as
proposed or at all.
Director AppointmentIn connection with the closing
of the Acquisition and the transition from diamond exploration to
gold exploration, Mr. Turner will transition from Chief Executive
Officer to Chair of the Board of Directors and Christopher
Pennimpede, P.Geo., Teton’s founder, shall be appointed to
Canterra’s board of directors and assume the President and Chief
Executive Officer position upon closing of the Acquisition. Mr.
Turner commented, “I look forward to partnering with Chris to
transition Canterra from diamond to gold exploration. We believe
the transition will provide Canterra shareholders an exciting
opportunity to benefit from exposure to a highly prospective
structural corridor in Newfoundland while the market investor
interest for gold exploration companies continues to improve.”
Mr. Pennimpede brings to the Company 13 years of
experience as a professional geologist in mineral exploration and
mining. Chris has been instrumental in leading exploration teams on
projects throughout the Americas. He has been involved in the early
exploration and discovery of deposits in northern Canada and Alaska
and has acted as VP Exploration and Director for several junior
mining companies over the years. Mr. Pennimpede gained global
experience evaluating and consulting to numerous projects while
acting as Operations Manager for CSA Global. Chris is currently the
VP Corporate Development at Contact Gold and is a graduate of Simon
Fraser University with a Bachelor of Science degree in Earth
Sciences.
A technical report for the Winding Lake Project is
being prepared in connection Acquisition and in accordance with
National Instrument 43-101 – Standards of Disclosure for Mineral
Projects and the policies of the Exchange.
Qualified PersonAll scientific and technical
information in this press release, has been reviewed and approved
by Christopher Pennimpede, P.Geo., a Founder of Teton, who is a
“qualified person” within the meaning of NI 43-101.
The Option AgreementPursuant to a property purchase
agreement dated August 27, 2020 between Teton and Altius, as
amended October 30, 2020 (the “Option Agreement”), Altius has
granted Teton an option (the “Option”) to acquire a 100% right
title and interest in and to the Wilding Lake Project, subject to
2% net smelter royalty payable to Altius and the original property
owners.
In accordance with the terms of the Property Option
Agreement, in order to exercise the Option, Teton is required
to:
- issue Altius
12,500,000 common shares of Teton and warrants to acquire a further
6,250,000 Teton common shares (together, the “Payment Securities”),
which securities shall be issued immediately prior to the closing
of the Acquisition;
- incur cumulative
exploration expenditures of at least $1,000,000 in connection with
the Wilding Lake Project before August 27, 2022; and,
- complete a
transaction with a publicly listed company (a “Public Company”),
pursuant to which the outstanding securities of Teton are exchanged
with the securities of the Public Company before August 27,
2022.
In connection with the issuance of the Payment
Securities granting the royalty rights to Altius, Altius will
transfer title to the Wilding Lake Property to Teton.
ON BEHALF OF THE BOARD OF
CANTERRA MINERALS CORPORATION
“Randy Turner”Randy Turner, President
& CEO
For further information, contact Randy Turner,
President at 604-687-6644 or info@canterraminerals.com
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.
This press release contains statements that
constitute “forward-looking information” (collectively,
“forward-looking statements”) within the meaning of the applicable
Canadian securities legislation. All statements, other than
statements of historical fact, are forward-looking statements and
are based on expectations, estimates and projections as at the date
of this news release. Any statement that discusses predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as “expects”, or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “budget”,
“scheduled”, “forecasts”, “estimates”, “believes” or “intends” or
variations of such words and phrases or stating that certain
actions, events or results “may” or “could”, “would”, “might” or
“will” be taken to occur or be achieved) are not statements of
historical fact and may be forward-looking statements.
Forward-looking statements contained in this press release include,
without limitation, statements regarding: the terms, conditions,
and completion of the Acquisition, the Financing and the Debt
Settlement; the business and operations of the Company;
unprecedented market and economic risks associated with current
unprecedented market and economic circumstances due to the COVID-19
pandemic, as well as those risks and uncertainties identified and
reported in the Company's public filings under its respective SEDAR
profile at www.sedar.com. In making the forward-looking statements
contained in this press release, the Company has made certain
assumptions, including that: due diligence will be satisfactory;
the Debt Settlement and Financing will be completed on acceptable
terms; all applicable corporate, shareholder, and regulatory
approvals for the Acquisition will be received. Although the
Company believes that the expectations reflected in forward-looking
statements are reasonable, it can give no assurance that the
expectations of any forward-looking statements will prove to be
correct. Known and unknown risks, uncertainties, and other factors
which may cause the actual results and future events to differ
materially from those expressed or implied by such forward-looking
statements. Such factors include, but are not limited to: results
of due diligence; availability of financing; delay or failure to
receive board, shareholder or regulatory approvals; and general
business, economic, competitive, political and social
uncertainties. Accordingly, readers should not place undue reliance
on the forward-looking statements and information contained in this
press release. Except as required by law, the Company disclaims any
intention and assumes no obligation to update or revise any
forward-looking statements to reflect actual results, whether as a
result of new information, future events, changes in assumptions,
changes in factors affecting such forward-looking statements or
otherwise.
United States AdvisoryThe securities referred to
herein have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act"), have been or will be offered and sold outside the United
States to eligible investors pursuant to Regulation S promulgated
under the U.S. Securities Act, and may not be offered, sold, or
resold in the United States or to, or for the account of or benefit
of, a U.S. Person (as such term is defined in Regulation S under
the United States Securities Act) unless the securities are
registered under the U.S. Securities Act, or an exemption from the
registration requirements of the U.S. Securities Act is available.
Hedging transactions involving the securities must not be conducted
unless in accordance with the U.S. Securities Act. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in the state in the United States in which such offer,
solicitation or sale would be unlawful.
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