SUDBURY, ON, Oct. 12, 2017 /CNW/ - Canadian Gold Miner
Corp. ("CGM" or the "Company") and Transition Metals Corp.
(XTM – TSX.V, "Transition") together announce that CGM has
entered into a non-binding letter of intent with Osisko Mining
Inc. (OSK – TSX, "Osisko") whereby, subject to the execution of
definitive agreements on terms acceptable to the parties, Osisko
would assign its ownership interest in two exploration stage
properties to CGM in exchange for stock of CGM. In addition, Osisko
would provide financing to CGM, on a private placement basis, in
the amount of $1.0 million in
exchange for stock of CGM. Once completed, the transaction is
expected to result in Osisko owning approximately 19.9% of the
issued and outstanding common shares of CGM. The properties to be
assigned to CGM include the DeSantis property, a historical gold
producer located in the heart of the Timmins Gold Camp, and the
Catherine Property, a large exploration land package near CGM's
focus area south of Kirkland Lake,
Ontario.
Commenting on the transaction, CGM CEO Greg Collins states "We have been working
hard over the past year to lay the foundation for a well-financed
and robust Ontario focused gold
exploration company and are excited to have Osisko's support as a
key industry partner."
Scott McLean, President and CEO
of Transition Metals commented, "The letter of intent outlining
an arrangement between Osisko and our subsidiary validates the
quality of the gold projects Canadian Gold Miner has assembled.
Furthermore it demonstrates the functionality of the project
generator business model, where the spinning out of CGM has
resulted in value added to XTM without direct equity dilution in
the Company."
Proposed Terms in the Non-Binding Letter of Intent
Osisko would assign to the Company (i) the DeSantis property in
exchange for $400,000 in stock of
CGM, and (ii) the Catherine property in exchange for $100,000 in stock of CGM, which is expected to
result in the aggregate issuance of 2,500,000 common shares of CGM
to Osisko. In addition, Osisko is expected to subscribe for an
additional 5,000,000 in stock of CGM for $1,000,000. As part of the transaction, provided
Osisko holds a 9.9% equity interest in CGM, Osisko will be entitled
to: (i) maintain its pro-rata equity interest in CGM in
subsequent financings; (ii) appoint a director to the board of CGM,
(iii) a first right of refusal on any new royalties that CGM
proposes to sell on the DeSantis or Cote properties; and (iv) a
first right of offer on any new royalties that CGM proposes to sell
on its existing properties (those being, South Kirkland, West
Matachewan, Elephant Head, Jumping Moose and Golden Elk). Upon conclusion of the proposed
transaction, Osisko is expected to hold approximately an
approximate 19.9% interest in CGM.
The proposed transaction is non-binding and remains subject
to, among other things, the execution of definitive agreements on
terms acceptable to the parties and any regulatory (including stock
exchange) approvals that may be required.
About Canadian Gold Miner Corp
Canadian Gold Miner Corp. is a private Canadian corporation
focused on exploring for gold in the Larder Lake Mining District
near Kirkland Lake. The Company
was founded by Transition to leverage its data, expertise and
extensive portfolio of high quality gold projects within the
district. CGM has assembled a dominant land position in excess of
165 square kilometres around the Cadillac Larder, Lincoln-Nipissing and Ridout structures in the
southwestern part of the prolific Abitibi Greenstone belt in
Ontario. Post transaction, with
the addition of the DeSantis and Catherine projects, CGM's land
holdings will be increased to approximately 217 square kilometres.
The Abitibi Greenstone belt is Canada's most prolific gold district with
excellent mining infrastructure in place.
About Transition Metals Corp
Transition Metals Corp. (XTM -TSX.V) is a Canadian-based,
multi-commodity project generator that specializes in converting
new exploration ideas into Canadian discoveries. The award-winning
team of geoscientists has extensive exploration experience in
established, emerging and historic mining camps, and actively
develops and tests new ideas for discovering mineralization in
places that others have not looked, which often allows the company
to acquire properties inexpensively. The company has an expanding
portfolio that currently includes gold, copper, nickel and platinum
projects primarily in Ontario,
Nunavut, Northwest Territories, British Columbia, Saskatchewan and Minnesota that it seeks to advance through
funding partnerships and subsidiary companies to maximize
shareholder value. Transition Metals presently own approximately
50% of Canadian Gold Miner. Post Transaction as proposed
Transition's ownership interest in CGM would be reduced to
approximately 39.9%.
Cautionary Note on Forward-Looking Information
Except for statements of historical fact contained herein, the
information in this news release constitutes "forward-looking
information" within the meaning of Canadian securities law. Such
forward-looking information may be identified by words such as
"plans", "proposes", "estimates", "intends", "expects", "believes",
"may", "will" and include without limitation, statements regarding
estimated capital and operating costs, expected production
timeline, benefits of updated development plans, foreign exchange
assumptions and regulatory approvals. There can be no assurance
that such statements will prove to be accurate; actual results and
future events could differ materially from such statements. Factors
that could cause actual results to differ materially include, among
others, metal prices, competition, risks inherent in the mining
industry, and regulatory risks. Most of these factors are outside
the control of the Company. Investors are cautioned not to put
undue reliance on forward-looking information. Except as otherwise
required by applicable securities statutes or regulation, the
Company expressly disclaims any intent or obligation to update
publicly forward-looking information, whether as a result of new
information, future events or otherwise.
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.
SOURCE Transition Metals Corp.