TSXV – BMET.H
VANCOUVER, July 19, 2018 /CNW/ - BeMetals Corp.
("BeMetals" or the "Company") is pleased to announce
it has received conditional approval, in-line with normal
procedure, of its qualifying transaction (the "Qualifying
Transaction") under the policies of the TSX Venture Exchange
(the "Exchange") and has closed its previously announced
private placement which was increased to $2,240,000 (the "Financing").
The Financing
The Company has closed its, upsized, concurrent non-brokered
private placement of 11,200,000 common shares of the Company at a
price of $0.20 per share for gross
proceeds of $2,240,000, an increase
from the previously announced $2,000,000 proposed offering. The net proceeds
will be used to advance the exploration of the Pangeni copper
project ("Pangeni Copper Project") located on the western
extension of the Zambian Copperbelt (see February 27, 2018 news release for details) and
for working capital purposes, including to conduct due diligence
reviews on additional base metals projects. All of the common
shares issued under the Financing are subject to a hold period
expiring November 20, 2018. In
connection with the Financing, finder's fees of $81,000 were paid in cash.
The Qualifying Transaction
In February 2018, further to a
November 2017 letter agreement, the
Company confirmed the agreement (the "Agreement") with
Copper Cross Zambia Limited and its parent company Manica Zambia
Limited (together the "Vendor") to acquire up to a 72%
interest in the Pangeni Copper Project. The initial 67.5% interest
can be acquired by the Company paying US$300,000 cash, issuing a total of 500,000
common shares, incurring US$2.5
million in exploration work, all prior to the second
anniversary, and then completing a preliminary economic assessment
and making a further cash payments of US$1,150,000 prior to the fifth
anniversary. The Company may acquire an additional 4.5%
interest by funding a feasibility study on the project and making a
further cash payment of US$750,000. The US$2.5 million to be spent on exploration work is
an obligation under the Agreement and must either be satisfied by
expenditures on exploration activities or by cash payments to the
Vendor. The initial 100,000 common shares will be issued to the
Vendor on closing of the Qualifying Transaction. BeMetals benefits
from the support of strong technical and local Optionors on this
project, Copper Cross Zambia and Pangeni Mineral Resources
Limited.
Readers are referred to the filing statement of BeMetals dated
July 18, 2018 (the "Filing
Statement") which was prepared in accordance with the
requirements of the Exchange and filed under the Company's issuer
profile on SEDAR at www.sedar.com.
Independent Technical Report
An independent technical report (the "Technical Report")
has been completed by African Mining Consultants Limited in
accordance with the requirements of National Instrument 43-101 and
filed under the Company's issuer profile on SEDAR at www.sedar.com.
The Technical Report supports the geological merits of the
property, and its prospectivity for the discovery of copper
deposits. Final planning of exploration activities is advanced, and
the field program will be initiated, soonest, upon closing of the
Qualifying Transaction.
Pangeni Copper Exploration Project & Work Program
The Pangeni Copper Project is located on the western extension
of the Zambian Copperbelt, within the Lufilian Arc, underlain by
Katangan Supergroup metasediments which are covered by a thin
veneer of Kalahari sands. The Sentinel, open pit, Copper Mine
is operated by First Quantum Minerals some 130 kilometres to the
northeast of the Pangeni Copper Project. A number of other
major international mining companies have identified this region of
the Zambian Copperbelt to be prospective for the discovery of tier
one copper mines and are conducting exploration field work.
The Technical Report concludes the Pangeni Copper Project
remains at an early exploration stage with only five boreholes
having been completed to date (three boreholes at the Central
Target and two at the Southwest Target). All five holes intersected
hypogene copper mineralisation. The most significant intersections
included borehole CT1: 6.1m @
0.34%TCu (from 39m depth) and
borehole SW1: 5.5m @ 0.48%TCu
(from 142.5m depth). At the
Central Target the drilling results indicate there is associated
anomalous cobalt with the copper intersections, CT1 returning:
6.1m @ 320ppm Co (for the same
copper intersection as quoted above). These boreholes results
provide encouraging proof of concept for the geological models
generated for the property, and support the strategy for further
exploration.
The Pangeni Copper Project property is geologically prospective
for the following deposit types; Basement-hosted Cu (analogues: the
Lumwana Deposit, Nyungu Prospect), Sediment-hosted stratiform Cu-Co
(analogues: Nchanga, Konkola, Nkana, and Mufulira Deposits), the
Domes Region Deposits e.g. Sentinel, and Kansanshi and DRC
Copperbelt Deposits e.g. Lonshi, Frontier, Kamoa-Kakula).
The next phase of exploration work will include the drilling of
air-core boreholes (approximately 40-50m deep) to test for potential, geochemical
anomalies, associated with mineralised extensions to the Central
and Southwest Targets, under Kalahari Group cover units. In
addition initial priority targets, identified during previous
exploration programs, are to be tested. An orientation air-core
program will be completed to test the applicability of this
technique in this specific area. This program will total
approximately 2,400m of air-core
drilling. Based upon an assessment of applicability of this
drilling method in the area, and results from the air-core
geochemical sampling further exploration will be motivated as
appropriate.
Early Warning Disclosure Pursuant to National Instrument
62-103
The Company has been advised that Clive
Johnson and related entities have acquired 500,000 common
shares of the Company and disposed of 6,000,000 common shares the
Company. Mr. Johnson acquired 500,000 common shares directly in the
Financing, representing 0.74% of the issued and outstanding common
shares of the Company. Mr. Johnson directly and 392611 BC Ltd. (a
company controlled by Mr. Johnson) each disposed of 3,000,000
common shares of the Company in private transactions representing
in aggregate 8.82% of the issued and outstanding shares of the
Company. Mr. Johnson decreased his position in order for other
directors and key advisers to acquire a larger stake in the Company
which further aligns their interests with those of the shareholders
of the Company. Following these transactions, Mr. Johnson retains
11.54% ownership of the Company through direct and indirect
ownership and/or control, over an aggregate of 7,850,000 common
shares of the Company and would own 12.51% on a partially diluted
basis, assuming the exercise of 750,000 incentive stock options.
Mr. Johnson acquired and disposed of these securities for
investment purposes and may in the future acquire or dispose of
securities of the Company, through the market, privately or
otherwise, as circumstances or market conditions warrant. As
disclosed in the Filing Statement, certain securities held by Mr.
Johnson are subject to escrow restrictions imposed by the Exchange.
An early warning report will be filed by Mr. Johnson in accordance
with applicable securities laws.
ABOUT BEMETALS CORP.
BeMetals is driving its growth strategy towards the goal of
becoming a significant base metal producer through the acquisition
of quality exploration, development and production stage base
metals projects. This strategy is directed by the Board, key
members of which have an extensive, proven track record in
delivering considerable value in the mining sector through the
discovery and building of mines.
ON BEHALF OF BEMETALS CORP.
"John Wilton"
John Wilton
CEO, President and Director
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.
Technical information in this news release
has been reviewed and approved by John
Wilton, Pr. Sci. Nat., the Company's CEO and President and a
"Qualified Person" as defined by National Instrument 43-101
standards.
Cautionary Note Regarding Forward-Looking
Statements
This news release contains "forward-looking statements" and
"forward looking information" (as defined under applicable
securities laws), based on management's best estimates, assumptions
and current expectations. Such statements include but are not
limited to, statements with respect to the plans for future
exploration and development of the Pangeni Copper Project and the
acquisition of additional base metal projects. Generally,
these forward-looking statements can be identified by the use of
forward-looking terminology such as "expects", "expected",
"budgeted", "forecasts" , "anticipates" "plans", "anticipates",
"believes", "intends", "estimates", "projects", "aims",
"potential", "goal", "objective", "prospective", and similar
expressions, or that events or conditions "will", "would", "may",
"can", "could" or "should" occur. These statements should not
be read as guarantees of future performance or results. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from those expressed or implied by such
statements, including but not limited to: risks related to the
Pangeni Copper Project; risks related to international operations;
risks related to general economic conditions, actual results of
current exploration activities, unanticipated reclamation expenses;
changes in project parameters as plans continue to be refined;
fluctuations in prices of metals including copper and other base
metals; fluctuations in foreign currency exchange rates, increases
in market prices of mining consumables, possible variations in
resource estimates, grade or recovery rates; failure of plant,
equipment or processes to operate as anticipated; accidents, labour
disputes, title disputes, claims and limitations on insurance
coverage and other risks of the mining industry; delays in the
completion of exploration, development or construction activities,
changes in national and local government regulation of mining
operations, tax rules and regulations, and political and economic
developments in countries in which the Company operates. Although
the Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. The forward-looking statements and
forward looking information are made as of the date hereof and are
qualified in their entirety by this cautionary statement. The
Company disclaims any obligation to revise or update any such
factors or to publicly announce the result of any revisions to any
forward-looking statements or forward looking information contained
herein to reflect future results, events or developments, except as
require by law. Accordingly, readers should not place undue
reliance on forward-looking statements and information. Please
refer to the Company's most recent filings under its profile at
www.sedar.com for further information respecting the risks
affecting the Company and its business.
SOURCE BeMetals Corp.