Churchill Enters Into Definitive Option Agreement to Acquire Florence Lake Ni-Cu-PGE Property From Altius
July 23 2021 - 5:03PM
Further to its news release dated June 25, 2021, Churchill
Resources Inc. ("
Churchill" or the
“
Company”)
(TSXV:CRI) is pleased
to announce that it has entered into a definitive option agreement
(the “
Option Agreement”) with Altius Resources
Inc. (“
Altius”) to acquire a 100% undivided
interest in certain mining claims comprising the Florence Lake
Ni-Cu-PGE property in central Labrador near the coastal community
of Hopedale and 175 km south of the Voisey’s Bay mine (the
“
Florence Lake Property”). The Florence Lake
Property is host to several Raglan-type ultramafic volcanic-hosted
massive and disseminated sulphide nickel showings, and was last
explored by Falconbridge between 1990-1997 during which time
approximately 6,250m of drilling in 45 shallow holes were
conducted, with drill core present on the property for relogging
and sampling.
Option Agreement
Terms
Under the terms of the Option Agreement, the
Company shall have the exclusive option for a period of 24 months
to acquire an undivided 100% ownership interest in the Florence
Lake Property by:
- issuing 1,373,946 common shares in
the capital of the Company (“Common Shares”) to
Altius (which have been issued);
- incurring a minimum of $1,500,000
in exploration expenditures within 24 months following the
execution date of the Option Agreement;
- completing an equity financing on a
private placement basis for aggregate gross proceeds of at least $4
million (the “Private Placement”);
- following the completion of the
Private Placement, issuing to Altius 7,000,000 Common Shares or
such lesser number of Common Shares such that after such issuance,
Altius shall not own more than 19.9% of the Common Shares
outstanding following the issuance of such Common Shares to Altius,
on a partially diluted basis;
- providing Altius with a nomination
right to elect one nominee to the board of directors of Churchill
until such time that Altius beneficially owns less than 9.9% of the
Common Shares; and
- providing Altius with a pre-emptive
right to participate in future equity financings of Churchill to
maintain its share ownership percentage interest in Churchill to a
maximum of 19.9% of the issued and outstanding Common Shares until
such time that Altius beneficially owns less than 9.9% of the
Common Shares.
Following the date that the option is deemed to
have been exercised in accordance with its terms, Churchill will
issue and grant to Altius a 1.6% gross sales royalty on any
minerals produced from the claims comprising the Florence Lake
Property.
Florence Lake Property
The Florence Lake Project is comprised of three
map-staked licenses in two blocks, with the northern Florence Lake
Block comprising Licenses 027520M (50 claims) and 032167M (151
claims) totaling 5,025ha or 50.25km2. The southern Seahorse Lake
Block is comprised of license 032231M containing 172 claims which
cover 4,300ha or 43km2. These licenses require $78,139.00 in
assessment work during the current year.
Unless otherwise indicated, the scientific and
technical information contained in this news release has been
reviewed and approved by Paul Sobie, P.Geo, who is a "qualified
person" within the meaning of National Instrument 43-101 –
Standards of Disclosure for Mineral Projects.
About Churchill Resources
Churchill is managed by career mining industry
professionals which currently holds three exploration projects,
namely Taylor Brook in Newfoundland, Pelly Bay in Nunavut and White
River in Ontario. All three projects are at the evaluation stage,
with known mineralized Ni-Cu-Co showings at Taylor Brook and Pelly
Bay, and diamondiferous kimberlitic intrusives at White River and
Pelly Bay. The primary focus of Churchill is on the continued
exploration and development of the Taylor Brook and Florence Lake
Project.
Further Information
For further information regarding Churchill,
please contact:
Churchill Resources Inc.Paul Sobie, Chief
Executive OfficerTel. 416.365.0930 (o)
647.988.0930 (m)
FORWARD-LOOKING STATEMENTS
This news release contains certain
forward-looking statements, including, but not limited to,
statements about Churchill’s objectives, goals and exploration
activities proposed to be conducted on its properties; future
growth potential of Churchill, including whether any proposed
exploration programs at any of its properties will be successful;
exploration results; and future exploration plans and costs.
Wherever possible, words such as “may”, “will”, “should”, “could”,
“expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”,
“predict” or “potential” or the negative or other variations of
these words, or similar words or phrases, have been used to
identify these forward-looking statements. In particular, this
release contains forward-looking information relating to, among
other things, the exercise of the option, the number of Common
Shares that may be issued in connection with the transactions
discussed herein, and the future growth potential of the Company,
including whether any proposed exploration programs at any of its
properties will be successful. These statements reflect
management’s current beliefs and are based on information currently
available to management as at the date hereof.
Forward-looking statements involve significant
risk, uncertainties and assumptions. Many factors could cause
actual results, performance or achievements to differ materially
from the results discussed or implied in the forward-looking
statements. These factors should be considered carefully and
readers should not place undue reliance on the forward-looking
statements. Such factors, among other things, include: exploration
results on the Florence Lake Property; the expected benefits to
Churchill relating to the exploration proposed to be conducted on
its properties; receipt of all regulatory approvals in connection
with the transaction contemplated herein; failure to identify any
additional mineral resources or significant mineralization; the
preliminary nature of metallurgical test results; uncertainties
relating to the availability and costs of financing needed in the
future, including to fund any exploration programs on the
Churchill’s properties, if required; fluctuations in genera
macroeconomic conditions; fluctuations in securities markets;
fluctuations in spot and forward prices of gold, silver, base
metals or certain other commodities; change in national and local
government, legislation, taxation, controls, regulations and
political or economic developments; risks and hazards associated
with the business of mineral exploration, development and mining
(including environmental hazards, industrial accidents, unusual or
unexpected formations pressures, cave-ins and flooding); inability
to obtain adequate insurance to cover risks and hazards; the
presence of laws and regulations that may impose restrictions on
mining and mineral exploration; employee relations; relationships
with and claims by local communities and indigenous populations;
availability of increasing costs associated with mining inputs and
labour; the speculative nature of mineral exploration and
development (including the risks of obtaining necessary licenses,
permits and approvals from government authorities); the
unlikelihood that properties that are explored are ultimately
developed into producing mines; geological factors; actual results
of current and future exploration; changes in project parameters as
plans continue to be evaluated; soil sampling results being
preliminary in nature and are not conclusive evidence of the
likelihood of a mineral deposit; title to properties; and ongoing
uncertainties relating to the COVID-19 pandemic Although the
forward-looking statements contained in this news release are based
upon what management believes to be reasonable assumptions, the
Churchill cannot assure readers that actual results will be
consistent with these forward-looking statements. These
forward-looking statements are made as of the date of this news
release, and the Churchill assumes no obligation to update or
revise them to reflect new events or circumstances, except as
required by law. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
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