VANCOUVER, BC, May 1, 2024
/CNW/ - SKRR Exploration Inc. (TSXV: SKRR) (FSE:
B04Q) ("SKRR" or the "Company") is pleased to
announce that it has entered into an arm's length share exchange
agreement (the "Agreement") with Citizen Mining Corp.
("Citizen") and each of the shareholders of Citizen (the
"Vendors") dated May 1, 2024,
pursuant to which the Company will acquire (the
"Acquisition") all of the issued and outstanding shares of
Citizen (the "Citizen Shares"), a private British Columbia incorporated company, that
holds an option (the "Option") to acquire a one hundred
percent (100%) interest in and to eleven (11) mineral claims in
Saskatchewan known as the Bishop
Lake Uranium Property (the "Property"). The Property is
located in Saskatchewan, Canada.
Citizen holds the Option pursuant to a property sale agreement (the
"Sale Agreement") with Doctors Investment Group Ltd. (the
"Seller") dated April 14,
2024, a private British
Columbia incorporated company that is the legal, beneficial
and registered holder of the mineral claims comprising the
Property.
Highlights of the Proposed
Acquisition
Pursuant to the Agreement, the Company has agreed to acquire all
of the 17,140,000 issued and outstanding Citizen Shares (which will
represent all of the outstanding securities of Citizen at the time
of the closing of the Acquisition (the "Closing")) from the
Vendors, and each of the Vendors agrees to sell, assign and
transfer its respective Citizen Shares to the Company in
consideration for the issuance by the Company of 17,140,000 common
shares of the Company (the "Consideration Shares") to the
Vendors on a pro rata basis, at a deemed price equal to
$0.075 per Consideration Share, such
that, immediately following the Closing, all of the issued and
outstanding Citizen Shares will be owned by the Company and Citizen
will become a wholly-owned subsidiary of the Company.
Upon Closing, the Company will assume the obligations of Citizen
under the Sale Agreement. Pursuant to the Sale Agreement, in order
to exercise the Option and to maintain the Option in good standing,
Citizen must:
(a) pay an aggregate of $2,000,000 in cash to the Seller as follows:
i. $200,000
on or before April 29, 2024
(Paid);
ii. $300,000 on or before the first
anniversary of the date of the Sale Agreement (the "Effective
Date"); and
iii. $400,000 on or before the second
anniversary of the Effective Date;
iv. $500,000 on or before the third
anniversary of the Effective Date; and
v. $650,000 on or before the
fourth anniversary of the Effective Date.
(b) Incur exploration expenditures on the Property as
follows:
i. $200,000 on or
before August 31, 2024;
ii. a further $750,000 on or before
December 31, 2025;
iii. a further $1,000,000 on or
before December 31, 2026; and
iv. a further $1,500,000 on or before
December 31, 2027.
(c) Issue 9,000,000 common shares of Citizen to the
Seller on the Effective Date (Completed).
all of which such foregoing obligations of the Option may be
accelerated.
The Agreement and the Acquisition are subject to approval of the
TSX Venture Exchange (the "Exchange"). The Consideration
Shares to be issued pursuant to the Agreement will not be subject
to a hold period pursuant to applicable Canadian securities
laws.
The Company is at arm's length from Citizen, the Vendors and the
Seller. No finders' fees or commissions are payable by the Company
in connection with completion of the Acquisition. In connection
with the Acquisition, the Company does not expect to assume any
material liabilities except those arising from the Sale Agreement,
nor does it expect to devote the majority of its working capital or
resources to the development of the Property. As a result,
the Acquisition does not constitute a fundamental acquisition for
the Company within the policies of the Exchange.
The Property is subject to a 1.0% net smelter
return royalty in favour of the Seller with SKRR's option to
repurchase 0.5% (one-half) of the net smelter return royalty for
$1.5 million.
The Bishop Lake Uranium
Property
The Property consists of 11 contiguous claims comprising a total
of approximately 6,273 hectares, located approximately 25km
southwest from the Key Lake mill in Saskatchewan, Canada.
About SKRR Exploration
Inc.
SKRR is a Canadian-based precious and base metal explorer with
properties in Saskatchewan – some
of the world's highest ranked mining jurisdictions. The primary
exploration focus is on the Trans-Hudson Corridor in Saskatchewan in search of world class uranium,
precious, and base metal deposits. The Trans-Hudson Orogen –
although extremely well known in geological terms has been
significantly under-explored in Saskatchewan. SKRR is committed to all
stakeholders including shareholders, all its partners and the
environment in which it operates.
ON BEHALF OF THE BOARD
Sherman Dahl
President & CEO
Tel: 250-558-8340
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.
Forward-Looking
Information
This news release contains "forward–looking information or
statements" within the meaning of applicable securities laws, which
may include, without limitation, statements relating to the
Agreement and the proposed Acquisition, the Company's plans for the
Property and future payments and expenditures under the Sale
Agreement, Exchange approval of the Agreement and the proposed
Acquisition, and other statements relating to the technical,
financial and business prospects of the Company, its projects and
other matters. All statements in this news release, other than
statements of historical facts, that address events or developments
that the Company expects to occur, are forward-looking statements.
Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results may differ materially from those in the forward-looking
statements. Such statements and information are based on numerous
assumptions regarding present and future business strategies and
the environment in which the Company will operate in the future,
including the price of metals, the ability to achieve its goals,
the ability to secure equipment and personnel to carry out work
programs, that general business and economic conditions will not
change in a material adverse manner, that financing will be
available if and when needed and on reasonable terms. Such
forward-looking information reflects the Company's views with
respect to future events and is subject to risks, uncertainties and
assumptions, including the risks and uncertainties relating to the
interpretation of exploration results, risks related to the
inherent uncertainty of exploration and cost estimates and the
potential for unexpected costs and expenses and those other risks
filed under the Company's profile on SEDAR at www.sedarplus.ca.
There is a possibility that future exploration, development or
mining results will not be consistent with the Company's
expectations. Factors that could cause actual results to differ
materially from those in forward looking statements include, but
are not limited to, continued availability of capital and financing
and general economic, market or business conditions, failure to
secure personnel and equipment for work programs, adverse weather
and climate conditions, failure to maintain all necessary
government permits, approvals and authorizations, decrease in the
price of gold, copper, uranium and other metals, failure to
maintain community acceptance (including First Nations), increase
in costs, litigation, and failure of counterparties to perform
their contractual obligations. The Company does not undertake to
update forward–looking statements or forward–looking information,
except as required by law.
SOURCE SKRR EXPLORATION INC.