TORONTO, Nov. 2, 2022
/CNW/ - Metal Energy Corp. (TSXV: MERG) (the "Company" or
"Metal Energy") and Mistango River Resources Inc. (CSE:MIS)
("Mistango") are pleased to jointly announce that they have
entered into an option agreement (the "Option Agreement")
and a call option agreement (the "Call Option Agreement"),
each dated October 28, 2022. Each
such agreement pertains to a 15% interest (except the NSR as
defined below) (the "Interest") in Metal Energy's
Manibridge project (the "Project"), consisting of
19 mineral claims encompassing approximately 4,368
hectares, located in the province of Manitoba, approximately 20 kilometers
southwest of Wabowden,
Manitoba.
Terms of the Option Agreement
Pursuant to the Option Agreement, Metal Energy, as optionor,
granted Mistango, as optionee, an option to acquire the
Interest in the Project. Consideration for acquiring the Interest
is the carrying out by Mistango of an aggregate of $1,500,000 in work obligations to enable the
carrying out of exploration work on the project by not later than
December 31, 2022 (the "Work
Obligations").
The $1,500,000 in Work Obligations
will be incurred primarily through third-party contractors and for
drilling, drill-related work, geophysics, reports and sampling and
all services in support thereof, but will also include all
necessary maintenance and carrying costs including taxes or fees
levied by the Province of Manitoba
or its agencies or the local municipality (but not sales taxes or
taxes on income or profits) relating to the Project. The Company
shall be entitled to charge a management fee equal to 5% of all
such third-party costs, which shall form part of the Work
Obligations. No partial interest in the Mining Claims will be
earned by Mistango until the Work Obligations have been met
completely. Mistango may, at any time or times, accelerate the
Work Obligations prior to its due date in order to earn its
Interest in the Project earlier.
The Mining Claims are subject to the following net smelter
royalties ("NSRs"): (a) a two percent NSR on the Project held by
Glencore of which the Optionee has the right to buy back half (50%
of the aforementioned two percent thereof), at a price of
$1,000,000 prior to the expiry of one
year after the start of commercial production; and (b) a one
percent NSR on claims P1271F and P1262F and a two percent NSR on
the other 17 claims of the Project being acquired from
CanAlaska.
Terms of the Call Option Agreement
Pursuant to the Call Option Agreement, Mistango, as vendor,
agreed to sell the Interest in the Project to Metal Energy, as
purchaser, on the closing date. Such closing date to be on or
before thirty days after Metal Energy has given notice to Mistango
of its desire to exercise its call option (the "Closing
Date"). Such call option is Metal Energy's right to acquire the
Interest at any time after February 28,
2023 but before April 30, 2024
(the "Call Option"). The purchase price payable by Metal
Energy to Mistango for the Interest on the Closing Date is
$2,250,000, which may be paid, at the
sole option of Metal Energy, in cash or in common shares of Metal
Energy ("Metal Energy Shares"). If paid in Metal Energy
Shares, the price per share shall be equal to the 15 day VWAP of
such shares on the TSX Venture Exchange (the "Exchange")
ending three business days prior to the Closing Date. The
Interest is subject to the NSR
The exercise of the Call Option and the completion of the
transfer of Interest from Mistango to Metal Energy at the Closing
Date shall be subject to the prior approval of the Exchange. There
is no assurance that Exchange approval of the Call Option will be
obtained. The Option Agreement and the Call Option Agreement are
also subject to the approval of Metal Energy's partners CanAlaska
Uranium Ltd. And Glencore Canada Corporation.
Additional Information on the Transaction
The Option Agreement and Call Option Agreement involve
"Non-Arm's Length Parties" as such term is defined Policy 1.1 of
the Exchange, as Stephen Stewart,
Alex Stewart, and Charles Beaudry, directors of Metal Energy, are
also directors of Mistango. In accordance with Policy 5.3 of the
Exchange, the Option Agreement and the Call Option Agreement
constitute a "Reviewable Disposition" for Metal Energy and a
"Reviewable Acquisition" for Mistango. The Option Agreement and
Call Option Agreement are subject to acceptance by the
Exchange.
No finders fees will be paid in connection with the Option
Agreement and the Call Option Agreement.
About the Manibridge Project
Manibridge Project encompasses 4,368 hectares and is within the
world-class Thompson Nickel Belt. The Project is 20 kilometers
southwest of Wabowden, Manitoba
with significant infrastructure and capacity supporting previous
exploration programs, including year-round highway access via
Highway 6.
About Metal Energy Corp.
Metal Energy is a well-funded nickel and battery metal
exploration company with two projects, Manibridge and Strange, in
the politically stable jurisdictions of Manitoba and Ontario, Canada, respectively. Both projects
are subject to earn-in agreements where the Company can acquire
100% exploration rights to approximately 16,200 hectares.
About Mistango River Resources Inc.
Mistango is a Canadian-based exploration and development company
focused on its Kirkland Lake West
and Omega projects in the Kirkland
Lake District of Ontario's
Abitibi Greenstone Belt. The Company is listed on the Canadian
Securities Exchange ("CSE") under the symbol MIS.
Agnico Eagle Mines Limited (TSX: AEM) holds an option to acquire
up to a 75% interest in Mistango's Kirkland
West and Omega projects (the "Projects") in exchange for
spending $60 million on the
Projects.
Reader Advisory
Certain information set forth in this news release contains
forward-looking statements or information ("forward-looking
statements)", including details about the business of Metal
Energy and Mistango. All statements in this news release, other
than statements of historical facts, that address events or
developments that Metal Energy or Mistango expect to occur, are
forward-looking statements, including, but not limited to, the
ability of Mistango to earn the Interest by the completion of the
Work Obligation, or the exercise of the call option by Metal
Energy. By their nature, forward-looking statements are subject to
numerous risks and uncertainties, some of which are beyond
the Metal Energy's and Mistango's control,
including the impact of general economic conditions, industry
conditions, volatility of commodity prices, currency fluctuations,
environmental risks, operational risks, competition from other
industry participants, stock market volatility. Although the
Company believes that the expectations in its forward-looking
statements are reasonable, its forward-looking statements have been
based on factors and assumptions concerning future events which may
prove to be inaccurate. Those factors and assumptions are based
upon currently available information. Such statements are subject
to known and unknown risks, uncertainties and other factors that
could influence actual results or events and cause actual results
or events to differ materially from those stated, anticipated or
implied in the forward-looking statements. Accordingly, readers are
cautioned not to place undue reliance on the forward-looking
statements, as no assurance can be provided as to future results,
levels of activity or achievements. Risks, uncertainties, material
assumptions and other factors that could affect actual results are
discussed in Metal Energy's and Mistango's public
disclosure documents available at www.sedar.com.
Furthermore, the forward-looking statements contained in this
document are made as of the date of this document and, except as
required by applicable law, neither Metal Energy nor
Mistango undertake any obligation to publicly update or to
revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise. The
forward-looking statements contained in this document are expressly
qualified by this cautionary statement.
Neither the TSX Venture Exchange Inc. 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.
Neither Canadian Securities Exchange nor its Regulation
Services Provider accept responsibility for the adequacy or
accuracy of this release.
SOURCE Metal Energy