TSX: TML
OTCQX: TSRMF
TORONTO, Aug. 7, 2020 /PRNewswire/ - Treasury Metals
Inc. (TSX: TML) ("Treasury" or the "Company") is
pleased to announce that the Company completed its previously
announced acquisition pursuant to a share purchase agreement (the
"Agreement") with First Mining Gold Corp. ("First
Mining") whereby Treasury acquired all of the issued and
outstanding shares of Tamaka Gold Corporation ("Tamaka"), a
wholly owned subsidiary of First Mining that owns a 100% interest
in the Goldlund Gold Project ("Goldlund"), located adjacent
to Treasury's Goliath Gold Project ("Goliath") in
Northwestern Ontario (the
"Transaction"). Matters related to the Transaction were
approved by shareholders of the Company at the annual general and
special meeting on August 5,
2020.
Greg Ferron, CEO of Treasury,
commented: "Completion of this acquisition comes at a
transformational time for our shareholders and solidifies the
Goliath and Goldlund projects as among the largest undeveloped gold
assets in Canada. The close
proximity of the Goliath-Goldlund gold projects create a
multi-million ounce, district-scale opportunity with significant
resource growth potential. We are pleased to have added the
Goldlund gold project into our development timeline, and combined
with the existing infrastructure in the region, and pending further
economic and technical evaluation, it is expected to generate
substantial co-development synergies as the properties are further
advanced."
Goliath-Goldlund Program
Treasury Metals has initiated a number of important work
programs to advance both the Goliath and Goldlund gold projects.
These activities include:
- Completion of an economic evaluation of a Goliath plus Goldlund
scenario. Technical studies are underway to support this analysis,
including plant and processing facilities, mining optimization, and
an evaluation of potential operations at Goliath (underground and
open pit) combined with Goldlund open pit mining scenarios. Future
technical studies are also anticipated to include an optimization
of the tailings storage facilities to review potential efficiencies
that may be gained from developing the two projects in tandem.
Results of this study are anticipated in late 2020.
- The commencement of a 25,000-metre drill program. Drilling at
Goldlund will be focused on infill and expansion starting with Zone
1, 4 and 8. At Goliath, drilling will continue to focus on
potential expansion of the east C Zone within the resource area in
addition to exploration drilling on the prospective regional
targets recently identified through IP and soil sample
programs.
- Environmental baseline collection commenced to assist with the
development and permitting activities for Goldlund. Treasury Metals
has also engaged additional support to assist with ongoing
permitting efforts at Goliath and continues to engage and discuss
operational and development plans with regional Indigenous
communities, the public, and local stakeholders.
Transaction Summary
Under the terms of the Agreement, as consideration for the
acquisition of Tamaka, First Mining received: (i) 130 million
common shares ("Common Shares") of Treasury (the "Share
Consideration"); (ii) 35 million Common Share purchase warrants
of Treasury (the "Warrants"), with each Warrant entitling
the holder thereof to purchase one Common Share at an exercise
price of $0.50 for a period of 36
months (the "Warrant Consideration"); (iii) a 1.5% net
smelter returns royalty covering all of the Goldlund claims (the
"Goldlund Royalty"), with the option for Treasury to
buy-back 0.5% of the Goldlund Royalty for $5.0 million; and (iv) a milestone cash payment
of $5.0 million, with 50% payable
upon receipt of a final and binding mining lease under the
Mining Act (Ontario) to
extract ore from an open pit mine at Goldlund, and the remaining
50% payable upon the extraction of 300,000 tonnes of ore from a
mine at Goldlund. As a result of the issuance of the Share
Consideration and the Warrant Consideration to First Mining, First
Mining became a "control person" of the Company as such term is
defined in applicable Canadian securities laws.
Share Consolidation
As announced on August 5, 2020,
the Company also received shareholder approval to complete its
previously announced consolidation (the "Consolidation") of
its Common Shares on the basis of three (3) Common Shares for one
(1) Common Share. The Consolidation will be effective as at
August 11, 2020 and the Common Shares
will begin trading on a post-Consolidation basis on the TSX that
same day under its new CUSIP No. 894647825 (ISIN
CA8946478259). The Company's ticker symbol "TML" will remain
the same and "TSRMF" on the OTCQB.
Director Appointments
In connection with the closing of the Transaction, Treasury
increased the size of its board of directors (the "Board of
Directors") to seven. Treasury is pleased to announce the
appointment of Frazer Bourchier, David
Whittle, and Daniel W. Wilton
as First Mining nominees to the Board of Directors, joining
William Fisher (Chairman),
Marc Henderson, Flora Wood, and Christophe Vereecke.
To accommodate the new board appointees, Doug Bache and Greg
Ferron resigned as members of the Board of Directors upon
closing of the Transaction. The Board of Directors would like to
thank Mr. Bache for his contribution and exemplary service to the
Company over the years and wish him well in his future endeavours.
Mr. Ferron shall remain as CEO of Treasury.
Background of the Three New Directors
Frazer Bourchier
Mr. Bourchier is a registered professional engineer with over 30
years of domestic and international experience in the mining
industry. This has included a healthy mix of both open pit and
underground mine environments; plant construction; operations
during ramp-up, turnaround, and steady-state phases and mine
closures. This has involved both the precious metals and
polymetallic minerals extraction business. His breadth of
experience includes both operational field management and executive
corporate oversight leadership. In addition to this strong
combination of technical, site and corporate level experience
underpinned with a skillset in strategic planning and enterprise
risk management, his public company and inter-company Board
governance experience is further complemented by his McMaster University accredited Chartered Director
Certification. Mr. Bourchier's most recent executive role was as
Chief Operating Officer of Detour Gold from January 2018 until June
2019. In that role, Frazer spearheaded the turn-around of
the Detour mine operation, Ontario, prior to its sale to Kirkland Lake Gold. From 2012 to 2017, Mr.
Bourchier held the role of Chief Operating Officer at Nevsun
Resources where he provided leadership for the successful gold
oxide mining operation and the development of the copper and zinc
expansion projects at the Bisha open pit, Eritrea, with impressive first quartile safety
metrics for 6 continuous years. He also led the technical due
diligence for the highly successful Timok acquisition, in Serbia.
Preceding this successful tenure, Frazer was an operational
Executive at Wheaton Precious Metals (formerly Silver Wheaton). For
the first 16 years of his career, he worked at Placer Dome
(subsequently Barrick Gold) where he
held positions of increasing responsibility including Mining
Manager and General Manager at the Porgera open pit gold mine. Mr.
Bourchier has a Bachelor's and Master's degrees in Applied Science
and Engineering from the University of
Toronto.
David Whittle
Mr. Whittle is a Chartered Professional Accountant with over 25
years of senior executive experience in the mining industry, and
has been responsible for strategic planning initiatives, operations
and all aspects of corporate and financial management and
administration. More recently, from 2004 to 2007, he was Chief
Financial Officer of Hillsborough Resources Limited, and from 2007
through 2014 was both Chief Financial Officer and Company Ethics
Officer of Alexco Resource Corp. Mr. Whittle has served as a
director of a number of public companies over his career, primarily
in the resource sector, with extensive experience on audit
committees, compensation committees and special committees. With
respect to his most recent directorships, he is currently on the
board of Alio Gold Inc., where he has been a director since 2019
serving as Audit Committee Chair. He was also a director of
Mountain Province Diamonds Inc. from 1997 to May 2020, for much of that time serving as Audit
Committee Chair and Lead Outside Director. He served as Interim CEO
of Mountain Province from
June 2017 to May 2018, leading the company through a chief
executive transition and the refinancing of its senior debt
facility, then resuming his role as an independent director. Mr.
Whittle holds a Bachelor of Commerce (Finance) from the
University of British Columbia.
Daniel W. Wilton
Dan Wilton has over 25 years of
experience in M&A, corporate finance and principal investing in
the mining sector, having executed as principal or advised on more
than $10 billion of mergers,
acquisitions and divestitures and more than $1 billion of financings. Dan has been the CEO of
First Mining Gold since January, 2019. Prior to joining First
Mining, he was a Partner at Pacific Road Capital Management, a
mining-focused private equity investment firm with approximately
$800 million under management. Dan's
previous roles included Managing Director and Head of the Global
Mining and Metals Group at National Bank Financial Inc., Managing
Director in Business Development at General Electric based in
London, England, and other
corporate finance and M&A roles at global financial
institutions based in Toronto and
New York. He currently serves as
Vice Chair of the Board of Directors and is Chair of the Audit and
Finance Committee for Providence Health Care in Vancouver, Canada. Dan holds a B.Comm (First
Class Honours) from Queen's University and an MBA (with
Distinction) from INSEAD in France.
In connection with the Transaction, Treasury and First Mining
entered into an investor rights agreement (the "Investor Rights
Agreement") pursuant to which First Mining was entitled to
nominate three directors, being Frazer Bourchier, David Whittle, and Daniel W. Wilton. Additionally: (i) for so long
as First Mining holds greater than 10% of the issued and
outstanding Common Shares, First Mining shall have the right to
nominate two nominees for election as directors of Treasury; and
(ii) for so long as First Mining holds greater than 5% but less
than 10% of the issued and outstanding Common Shares, First Mining
shall have the right to nominate one nominee for election as a
director of Treasury.
Advisors and Counsels
Haywood Securities Inc. acted as financial advisor to Treasury.
Dentons Canada LLP acted as legal counsel to the Special Committee
of the Board of Directors and McMillan LLP acted as legal counsel
to Treasury.
Qualified Persons
Mark Wheeler, P.Eng., Director of
Projects, and Adam Larsen, P.Geo.,
Exploration Manager, are both "Qualified Persons" for the purposes
of National Instrument 43-101 Standards of Disclosure for Mineral
Project ("NI 43-101"), and have reviewed and approved the
scientific and technical disclosure contained in this news release
on behalf of Treasury.
About Treasury Metals Inc.
Treasury Metals Inc. is a gold focused company with assets in
Canada and is listed on the TSX
under the symbol "TML" and on the OTCQX® Best Market under the
symbol TSRMF. Treasury's flagship Goliath Gold Project and Goldlund
Gold Project is located in Northwestern
Ontario. The project benefits substantially from excellent
access to the Trans-Canada Highway, related power and rail
infrastructure, and close proximity to several communities
including Dryden, Ontario.
Treasury plans on the initial development of an open pit gold mine
with subsequent underground operations. The Company also owns
several other projects throughout Canada, including Lara Polymetallic Project,
Weebigee Gold Project, and grassroots gold exploration property
Gold Rock/Thunder Cloud.
Forward-Looking Statements
This release includes certain statements that may be deemed to
be "forward-looking statements". All statements in this release,
other than statements of historical facts, that address events or
developments that management of the Company expect, are
forward-looking statements. Forward-looking statements are
frequently, but not always, identified by words such as "expects",
"anticipates", "believes", "plans", "projects", "intends",
"estimates", "envisages", "potential", "possible", "strategy",
"goals", "objectives", or variations thereof or stating that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved, or the negative of any of
these terms and similar expressions. Actual results or
developments may differ materially from those in forward-looking
statements. Treasury disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, save and
except as may be required by applicable securities laws.
These statements in this release include the development of the
Goliath and Goldlund projects by Treasury and potential
co-development synergies, the completion of an economic evaluation
of a Goliath plus Goldlund scenario and related technical studies,
the potential co-development of the projects, the commencement of a
drill program at Goldlund and Goliath as well as related
exploration drilling, environmental baseline collection, engagement
with regional Indigenous communities, the public, and local
stakeholders, the potential for a milestone cash payment under the
Agreement relating to Goldlund, the timing of the Consolidation and
commencement of trading of Common Shares on a post-Consolidation
basis and the nomination rights of First Mining under the Investor
Rights Agreement.
All forward-looking statements are based on Treasury's current
beliefs as well as various assumptions made by management and
information currently available. There can be no assurance that
such statements will prove to be accurate, and actual results and
future events could differ materially from those anticipated in
such statements. Forward-looking statements reflect the beliefs,
opinions and projections on the date the statements are made and
are based upon a number of assumptions and estimates that, while
considered reasonable by the respective parties, are inherently
subject to significant business, economic, competitive, political
and social uncertainties and contingencies. Since
forward-looking information address future events and conditions,
by their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These include,
but are not limited to, the synergies expected from the Transaction
not being realized; business integration risks; operational risks
in development, exploration and production for precious metals;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
resource estimates; health, safety and environmental risks; gold
price and other commodity price and exchange rate fluctuations;
environmental risks; competition; incorrect assessment of the value
of acquisitions; ability to access sufficient capital from internal
and external sources; and changes in legislation, including but not
limited to tax laws, royalties and environmental regulations, that
the Consolidation may not occur when anticipated, that milestones
under the Agreement may not be achieved, continued control and
influence of First Mining over the Board of the Company by virtue
of its rights under the Investor Rights Agreement and the
additional risks described in the Company's Annual Information Form
for the year ended December 31, 2019
filed with the Canadian securities regulatory authorities under the
Company's SEDAR profile.
Actual results, performance or achievement could differ
materially from those expressed in, or implied by, the
forward-looking information and, accordingly, no assurance can be
given that any of the events anticipated by the forward-looking
information will transpire or occur, or if any of them do so, what
benefits may be derived therefrom and accordingly, readers are
cautioned not to place undue reliance on the forward-looking
information.
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SOURCE Treasury Metals Inc.