Goldstar Minerals Inc. (“Goldstar” or the “Corporation”) (TSX-V:
GDM) has entered into a Purchase and Sale Agreement (the
“
Agreement”) for the acquisition of 8 claims (the
“IMV Project”) located in the Montérégie region of southern Québec.
The claims cover an area of approximately 481.05 hectares (4.81
km2).
The Agreement dated January 27, 2023 provides for the
following:
The name of the Corporation would be changed to Green
Mining Innovation, the trading
symbol would become GMI, and the Corporation will
adopt an ecological, innovative and environmentally friendly
approach to work.
In an arm’s length transaction, the Corporation will issue 18
million shares to the current owners (“Owners”) of the IMV Project
at a deemed price of $0.08 per share and will pay in shares a
finder’s fee of 5% equivalent to 900,000 shares.
The Corporation would proceed with a non-brokered private
placement for $500,000 consisting of 8,333,333 units, at a price of
CDN $0.06 per unit. Each unit will consist of one common share and
one purchase warrant where each warrant shall entitle the holder
thereof to subscribe for one additional common share at an exercise
price of CDN $0.12 at any time until two years after closing.
The warrants will provide for an acceleration clause if the
shares trade above a specified price for more than 20 consecutive
days. With respect to subscriptions originating from a qualified
intermediary, the Company may pay in cash a fee equal to 7% of the
subscribed amount.
The private placement use of proceeds will be for transaction
expenses (stock exchange fees, legal fees, geology consultant fees)
and for exploration expenses to be incurred on the Corporation’s
IMV Project. The private placement will not be a Related Party
Transaction and the Owners will not participate in the
placement.
The Owners of the IMV Project will have 3 representatives on the
board of directors of the Corporation, these being the following
individuals:
Mr. André Gagné, Mr. Jacques Tremblay and Mr. Daniel Routhier.
At closing, Mr. Gagné will become President and CEO, and Mr.
Tremblay will become COO, Chief Operating Officer.
ANDRÉ GAGNÉ
Mr. Gagné has acted as a turnaround specialist for all types of
businesses, in various business sectors. His great qualities as a
manager and negotiator are based on an inclusive approach aimed at
balance and consensus between the parties involved. At the end of
the negotiation, he presents a Marketing strategy based on the PEB
communication strategy which will benefit all those involved in the
negotiation.
Mr. Gagné has more than 15 years of experience in the global
mining industry, having held senior management positions in this
sector. As CEO / PDG of Komet Resources Africa from 2013 to 2019,
he led efforts to strengthen the company's strategic position and
the reopening of the Guiro underground mine in Burkina Faso. Before
joining Komet Resources Africa, Mr. Gagné was CEO / PDG of Robex
Inc. from 2008 to 2013. After restructuring the company, he also
launched the Nampala mine project in Mali, which currently produces
more than 40,000 ounces of gold per year.
He is a recognized businessman who has, to date, carried out
more than 20 company financings, with a total value exceeding 44
million dollars hard cash on the stock markets. Mr. Gagné studied
in Consumer Affairs at Laval University in Quebec city
JACQUES TREMBLAY
Mr Tremblay is a mining engineer graduated from Laval University
with over 40 years of project development and mine operations
management experience, including 20 years in West Africa.
Jacques was most recently with Solutions BF as a mining
consultant involved in projects in Burkina Faso, Guinea and Mali.
Previously Jacques was COO for KOMET Resources in Burkina Faso, COO
for ArcelorMittal Mining in Algeria, Project Manager-West
Africa for Dumas Contracting and Director Operations-Maintenance
for Nordgold in Burkina Faso and General Manager for the Kamoto
underground mine for Glencore in RDC.
DANIEL ROUTHIER
For 30 years, Mr. Daniel Routhier, construction and
environmental electrical contractor, has been the owner and
director of DANPLEX Inc., which has 25 employees and specializes in
construction electricity. He has developed extensive
entrepreneurial expertise in this field, covering various aspects
such as the design, installation and maintenance of electrical
systems, the environmental impact of installations, the manufacture
of equipment on site and communication networks.
The company also has a lot of experience in
mining resources, having worked for companies such as Rio Tinto,
Agnico Eagle, Suncor, Osisko, Stornoway Diamonds, ArcelorMittal, as
well as for Hydro-Québec in James Bay and in the greater Northern
Quebec.
Mr. Jacques Marchand, consulting engineer in
geology, has prepared a geological memorandum on the eight mining
claims comprising the IMV Project. The original reports dated March
8 and March 18, 2023 are in French and translations can be
consulted below.
document of March 8
https://greenmininginnovation.ca/wp-content/uploads/2023/04/Rp-JM-TSX_en_4.4.23.pdf
document of March
18https://greenmininginnovation.ca/wp-content/uploads/2023/04/Rp.a-JM-TSX.q_en
_4.4.23.pdf
A geological report on the surrounding area available from
SIGEOM can also be consulted below.
document of April 5
2013https://greenmininginnovation.ca/wp-content/uploads/2023/04/Rap1_Charbonneau_eng_2013_43-101_GM68021.pdf
An interest-free loan of $328,000 provided by a shareholder of
the Corporation would be converted into shares (not units) at a
price to be determined after resumption of trading. As this
transaction is a related party transaction under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions – ( “MI 61-101” ) the Corporation will be
relying upon the exemptions from the formal valuation and minority
shareholder approval requirements of MI 61-101.
The Corporation also intends to pursue exploration work on other
properties:
Fortune (Gaspé Peninsula), Panache North (Windfall Lake) and
Prince (Newfoundland).
Closing is subject to regulatory approval.
It is expected that resumption of trading will occur on or about
May 15, 2023.
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For further information, please contact:David Crevier
ChairmanTelephone: 514-949-6820dcrevier@goldstarminerals.com
André GagnéCEO of Green Mining InnovationTelephone :
581-983-6815CEO@greenmininginnovation.ca
Neither 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 may contain
forward-looking statements. These statements are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially because of
factors discussed in the management discussion and analysis section
of our interim and most recent annual financial statement or other
reports and filings with the TSX Venture Exchange and applicable
Canadian securities regulations. We do not assume any obligation to
update any forward-looking statements, except as required by
applicable laws.
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