Vancouver, British Columbia--(Newsfile Corp. - May 11, 2020) - Brigadier Gold Limited (TSXV: BRG.H) (the "Corporation") is pleased to announce that it has entered into an option agreement (the "Agreement") with Rudolf Wahl and Mike Dorval, together doing business as the "Wahl Group", to acquire a 100% interest in the Killala Lake South diamond property, consisting of forty-six (46) cell claims units located in Killala Lake, Foxtrap Lake Area Townships, Thunder Bay Mining District, Ontario (the "Property"), subject to reservation of royalties in favor of the Wahl Group (the "Transaction").
Under the Agreement, the Corporation may earn 100% of the interest in the Property by making certain cash payments and payments of common shares in the capital of the Corporation ("Common Shares"), over a period as follows: (i) $15,000 in cash upon execution of the Agreement, (ii) 500,000 Common Shares upon approval of the TSX Venture Exchange (the "TSXV") of the Agreement and Transaction; (ii) $15,000 and 200,000 Common Shares payable on or before each of the first, second and third anniversaries of the date of the Agreement; and $50,000 and 500,000 Common Shares payable on or before the fourth anniversary of the date of the Agreement, for total proceeds of $110,000 and 1,600,000 Common Shares issued at a deemed price of $0.05 per Common Share or an aggregate deemed value of $80,000. The Corporation may, in its sole discretion, accelerate payment of cash and Common Shares in advance of the anniversary dates.
The Wahl Group shall retain a three percent (3%) Gross Overriding Royalty ("GOR") with respect to diamonds extracted from the Property, and a two percent (2%) Net Smelter Royalty ("NSR") on any non-diamond minerals or metals discovered on the Property. The Corporation shall have the right, at any time, to purchase ½ of each of the GOR and NSR for $2,000,000 and $1,000,000, respectively. In the event the Corporation files a technical report prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") which identifies a resource exceeding 3 million carats, the Corporation will issue an additional 1,000,000 Common Shares to the Wahl Group, with another 1,000,000 shares being issued upon completion of a positive bankable feasibility study. In addition, for each kimberlite or lamproite pipe drilled within the Area of Interest (as defined in the Agreement) and which produces more than 10 commercial sized diamonds, the Corporation will issue an additional 500,000 Common Shares to the Wahl Group. All Common Share issuances under the Agreement will be issued at a deemed price of $0.05 per Common Share, being the Market Price of the Common Shares of the Corporation as of the date of the Agreement, as such term is defined by the policies of the TSXV.
In connection with the Transaction, the Corporation intends to complete a non-brokered private placement (the "Offering") of 7,000,000 units of the Corporation at a price of $0.05 per unit (each, a "Unit") for minimum gross proceeds of $350,000. Each Unit will consist of one Common Share and one Common Share purchase warrant (each, a "Warrant"), with each whole Warrant exercisable at a price of $0.10 per Warrant for a period of one year from the date of closing of the Offering.
The Transaction and Offering are subject to, among other things, the completion of a technical report on the Property in accordance with NI 43-101, and obtaining all necessary regulatory approvals, including that of the TSXV. The Corporation will apply to the TSXV to be listed as a Tier 2 mining issuer concurrent with the completion of the Transaction and the Offering.
The Common Shares of the Corporation will remain halted until the TSXV has reviewed and approved the Transaction.
For further information, please contact:
Brigadier Gold Limited
Ranjeet Sundher, Chief Executive Officer
This news release contains statements which constitute "forward-looking information", including statements regarding the plans, intentions, beliefs and current expectations of the Corporation, its directors, or its officers with respect to the future business activities of the Corporation, including, without limitation, completion of the Transaction and the Offering, obtaining TSXV approval for the Transaction, the Corporation's ability to meet the listing requirements for a Tier 2 mining issuer on the TSXV, and completing a technical report in accordance with NI 43-101. Readers are cautioned that any such forward-looking statements are not guarantees of future business activities and involve risks and uncertainties, and that the Corporation's future business activities may differ materially from those in the forward-looking statements as a result of various factors, including, but not limited to, fluctuations in market prices, successes of the operations of the Corporation, equity market conditions including without limitation, the impact of the COVID-19 pandemic, continued availability of capital and financing and general economic, market or business conditions. There can be no assurances that such information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. The Corporation does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
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