TSXV: BMET
VANCOUVER, June 11, 2019 /CNW/ - BeMetals Corp.
(TSXV: BMET) ("BeMetals" or the "Company") is
pleased to announce it has received final approval from the TSX
Venture Exchange ("TSX-V") and has completed the second stage (the
"Second Stage") of its previously announced option agreement (the
"Option Agreement") with Thunder Mountain Gold, Inc. (OTCQB: THMG,
TSXV: THM) ("Thunder Mountain") and certain of its wholly-owned
subsidiaries. The Option Agreement secures the right to acquire up
to a 100% interest in the South Mountain Project ("South Mountain"
or the "Project") in southwest Idaho,
U.S.A. (the "Transaction"). Concurrent with closing of
the Second Stage, proceeds from the previously completed
$6.25 million private placement of
subscription receipts (the "Private Placement") were released from
escrow and added to the Company's working capital.
John Wilton, President and CEO of
BeMetals commented, "In anticipation of completing this second
stage of the Option Agreement, we have conducted project planning
meetings in preparation for the initial underground drilling
program at South Mountain. This
drilling will commence as soon as possible, following site
re-establishment. Special thanks to the management of Thunder
Mountain in reaching this milestone. Over the coming
weeks we expect to announce further updates on our 2019 exploration
and development programs, including the commencement of drilling at
both our high-grade South Mountain Zinc-Silver Project in
Idaho and our exciting Pangeni
Copper Exploration Project in Zambia."
Corporate Updates Related to the Transaction
In connection with the Second Stage, BeMetals has issued 10
million common shares in the capital of the Company to Thunder
Mountain (the "Transaction Shares"). The Transaction Shares are
subject to a four month and one day hold period from the closing
date of the Transaction in accordance with applicable securities
laws and include certain resale restrictions pursuant to the terms
of the Option Agreement. BeMetals has also purchased 2.5
million common shares of Thunder Mountain at a cost of US$0.10 per share for an aggregate of
US$250,000 on a private placement
basis in conjunction with the Second Stage. In addition, the TSX-V
has accepted BeMetals' filing of an updated NI 43-101 technical
report for the South Mountain
project. The technical report, titled "National Instrument
43-101 Technical Report: Updated Mineral Resource Estimate for the
South Mountain Project Owyhee County,
Idaho, USA" was prepared for BeMetals by Hard Rock
Consulting, LLC and can be viewed under the Company's profile on
SEDAR at www.sedar.com.
Pursuant to the Option Agreement, BeMetals will have two years
to complete the exercise of the option (subject to extension in
certain circumstances). BeMetals has become the operator of
the Project and will solely fund the exploration programs and
completion of a preliminary economic assessment ("PEA") for the
South Mountain Project. To complete the option exercise, BeMetals
must:
- Make four cash payments of US$250,000 each on or before the 6, 12, 18 and 24
month anniversary dates of the Second Stage closing,
respectively;
- Complete a preliminary economic assessment for the Project;
and
- Make a final value payment to Thunder Mountain consisting of
cash, common shares of BeMetals, or a combination of both at the
discretion of BeMetals. The final payment will be the greater of
either US$10 million or 20% of the
after-tax net present value of the Project as calculated in the PEA
study completed by an agreed independent author. The final payment
will be decreased by US$850,000 to
account for certain cash payments previously made, the value of the
Transaction Shares, as well as certain liabilities of SMMI to be
assumed upon acquisition. The final value payment is also capped at
a maximum of 50% of the market capitalization of BeMetals' as of
the completion date of the acquisition.
Advisory Agreement
In connection with the Transaction, BeMetals entered into an
advisory agreement (the "Advisory Agreement") with Haywood
Securities Inc. (the "Advisor"). Pursuant to the Advisory
Agreement, the Company has paid a cash fee of $207,412 and will issue 878,863 common shares in
the capital of the Company to the Advisor (the "Advisory Shares")
as partial consideration for the services of the
Advisor.
Early Warning Disclosure Pursuant to National Instrument
62-103
Clive Johnson, a director of the
Company, purchased 1,200,000 subscription receipts, which were
converted into units of BeMetals in the Private Placement; however,
the percentage of Mr. Johnson's holdings has been diluted by the
Company's other share issuances pursuant to the Private Placement
and completion of the Second Stage. As a result, Mr. Johnson is no
longer deemed a 10% holder of the Company. Mr. Johnson has advised
that he will file an early warning report in accordance with
applicable securities laws and thereafter he is not required to
complete any further regulatory filings in this regard. Prior to
the Private Placement, Mr. Johnson held directly and indirectly,
and/or had control over an aggregate of 7,100,000 common shares
which, prior to the Private Placement represented 10.28% common
shares of the Company and would have held 7,850,000 common shares
representing 11.25% on a partially diluted basis assuming the
exercise of 750,000 stock options. Following the Private Placement,
Mr. Johnson retains 7.91% ownership of the Company through direct
and indirect ownership and/or control, over an aggregate of
8,300,000 common shares of the Company and would own 8.82% on a
partially diluted basis, assuming the exercise of the 300,000 share
purchase warrants and 750,000 incentive stock options currently
held or controlled by him.
About BEMETALS CORP.
BeMetals' founding Directors include Clive Johnson, Roger
Richer, Tom Garagan and
John Wilton. BeMetals is a new base
metals exploration and development company focused on becoming a
significant base metal producer through the acquisition of quality
exploration, development and potentially production stage base
metals projects. The Company's growth strategy is led by a strong
Board, key members of which have an extensive proven record of
accomplishment in delivering considerable value in the mining
sector through the discovery, construction and operation of mines
around the world. The Board, its Advisors, and senior management
also provide outstanding deal flow of projects to BeMetals based
upon their extensive network of contacts in the international
minerals business.
ON BEHALF OF BEMETALS
CORP.
"John
Wilton"
John Wilton
President, CEO and
Director
The technical information in this news release for
BeMetals, has been reviewed and approved by John Wilton, CGeol FGS, CEO and President of
BeMetals, and a "Qualified Person" as defined under National
Instrument 43-101.
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.
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 future exploration and
development of the South Mountain Project and the Pangeni Copper
Project, and plans for the identification and acquisition of
additional base metal projects. 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. These statements should not
be read as guarantees of future performance or results. 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. 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.
Important factors that could cause actual results to differ
materially from expectations include, without limitation, the
actual results of exploration activities, the availability of
financing and/or cash flow to fund the current and future plans and
expenditures, the ability of the Company to satisfy the conditions
of the option agreements for the South Mountain Project and/or the
Pangeni Copper Project, and changes in the world commodity markets
or equity markets. 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. 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.
SOURCE BeMetals Corp.