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OK2 acquires past producing mine and advanced stage exploration assets in Norway and Sweden

Newsfile Corp.

Vancouver, British Columbia--(Newsfile Corp. - December 13, 2018) - OK2 Minerals Ltd. (TSXV: OK) (the "Company") has entered into an arms length definitive agreement with EMX Royalty Corp. (TSXV: EMX) dated December 12, 2018 for the acquisition of the past producing Bleikvassli Cu-Zn-Ag-Pb-Au Mine in Norway, the advanced stage Bastuträsk Zn-Cu-Au project in Sweden, and the Sagvoll and Meråker Zn-Cu projects both located in Norway. The projects are accessible year-round, with infrastructure, including paved roads water and power, deep sea shipping facilities, as well as skilled labour in nearby municipalities. In conjunction with the acquisition, OK2 will undergo a corporate restructuring by share consolidation and name change to Norra Metals Corp.

Bleikvassli - 6000 Hectares ("Ha")

The Bleikvassli project in north central Norway, was the country's last operating sulphide metal mine which saw production of lead, zinc and silver mineralization from 1914-1997. The mine produced five million tonnes grading 4.0% Zn, 2% Pb, 0.15% Cu, and 25g/t Ag. Historical resources remaining at time of mine closure, according to the Norwegian Geological Survey (NGU), were 720,000 tonnes grading 5.17% Zn, 2.72% Pb, 0.27% Cu, 45g/t Ag, 0.2g/t Au (Geological Survey of Norway -Deposit Area 1832-012, Feb 9, 2017). These historic resources have not been prepared using categories defined in NI43-101 as recommended by the Canadian Institute of Mining and Metallurgy. OK2 is not aware of the key assumptions, parameters or methods, including data verification techniques used by the NGU to prepare these historic estimates. OK2 has not performed sufficient work to verify these published resource numbers and is not treating the historical estimate as current mineral resources. The lenses mined at Bleikvassli constitute a portion of an extensive zone of sulphide mineralization that extends well beyond the mine area, as indicated by historic exploration drilling and extensive surface mapping. This deposit was originally described as a VMS system, but the company and the NGU believes the project shares the characteristic of a SEDEX type deposit, with the Lundin Zinkgruvan mine in Sweden being a nearby analogue. The deposit consists of stratiform/stratabound lenses of lead-zinc-silver massive sulfide mineralization, which locally grades into more copper and gold-rich compositions Bleikvassli is less than one-hour drive south of Mo I Rana, a deep-water industrial port.

Bastuträsk - 4700 Ha

The Bastuträsk project is located in the Skellefteå district which is one of Sweden's most prolific mining districts and is within 60km of six operating mines plus the Ronnskar copper smelter. This area of Sweden is a mature mining and processing district, with many historical and active mining and smelting operations located near deep water ports. Bastutrask is an advanced-stage Cu-Zn VMS project with over 70 known drill holes completed to date. The project was drilled intermittently by Boliden (1960's, mid to late 1980's, 2000's) and from the available public data, drill defined zones of mineralization are developed over an area of several kilometers near the apparent nose of a prominent fold hinge. Historical drilling was focused on both infill and step out drilling, including a 400m step out returning 18.5m of 7.03% Zn, 0.49% Cu and 0.35 g/t Au as well as minor Pb and Ag credits (true widths unknown).

Sagvoll and Meråker (11,000 Ha & 18,600 Ha)

The Sagvoll (11,000 Ha) and Meråker (18,600 Ha) exploration projects in Norway are mature exploration assets that have both seen a variety of resource development and small scale mining. The most advanced, Meråker, hosts the Lillefjell and Mannifjell deposits which were the sites of small-scale mining completed intermittently between the years 1760-1918. Site visits conducted by OK2 revealed massive, high grade sphalerite-chalcopyrite dumps on zones outside of the main developed area. The Sagvoll Licence area represents a "walk-up" drill targets, previously never drilled, on historical mines with high grade outcrops of multi-metre massive sulphide lenses that have been sporadically developed by small adits, stopes and drifts. Magmatic sulfide-type nickel-copper-cobalt mineralization is also present on portions of the Sagvoll project in Norway.

The Sagvoll project, hosts the old Malsa and Gaulstad small scale mines which were in limited production between the years 1865-1891. The Sagvoll Licence area also contains high grade outcrops of massive sulphide lenses over serval kilometers. Zinc rich mineralization was present during the historic mining, but was not the focus of historic mining recovery activities. The Sagvoll project also contains the historic Skjardalen nickel-copper-cobalt mine that operated between 1876-1891. OK2 plans to investigate Sagvoll for both the VMS Zn-Cu and Ni-Cu-Co potential.

"We are excited to announce the creation of a European Business Unit with well-developed assets in Norway and Sweden. We are now positioned to conduct year-round exploration on a number of prospective deposits, projects with substantial historic production, and district-scale exploration targets." stated Mike Devji, president and chief executive officer.

Transaction commercial terms

The agreement with EMX contains the following commercial terms:

  • Subject to regulatory approval, at closing, EMX (through their Swedish subsidiaries Eurasian Minerals Sweden AB, and Viad Royalties AB) will transfer 100% of its Bleikvassli, Bastutrask, Sagvoll and Meråker exploration licences to OK2.
  • At closing, OK2 will issue to EMX Royalty that number of post-consolidated common shares of OK2 that represents a 9.9-per-cent equity ownership in OK2; OK2 will have the continuing obligation to issue additional shares of OK2 to EMX Royalty to maintain its 9.9 -per-cent interest in OK2, at no additional cost to EMX Royalty, until OK2 has raised $5-million (Canadian) in equity (subject to a maximum of 13,398,958 post-consolidated common shares); thereafter EMX Royalty will have the right to participate pro rata in future financings at its own cost to maintain its 9.9-per-cent interest in OK2. Further, there is an additional provision that requires OK2 to raise and spend $2,000,000 within 2 years otherwise such 9.9-per-cent equity ownership shall be increased to a 14.9% continuing equity interest (subject to a maximum of 21,350,956 post-consolidated common shares). This continuing obligation shall expire once OK2 has raised and spent $5,000,000 in exploration and development expenditures on the foregoing Scandinavian properties.
  • EMX Royalty will receive an uncapped 3-per-cent net smelter return (NSR) royalty on each of the properties. OK2 has the right to buy down up to 1 per cent of the royalty owed to EMX Royalty on any given project (leaving EMX Royalty with a 2-per-cent NSR) by paying EMX Royalty $2.5-million in cash and shares of OK2 on or before the 6th anniversary. Such buydown is project specific.
  • EMX Royalty will receive annual advance royalty (AAR) payments of $20,000 for each of the properties commencing on the second anniversary of the closing, with each AAR payment increasing by $5,000 per year until reaching $60,000 per year, except that OK2 may forgo AAR payments on two of the four properties in years two and three. Once reaching $60,000, AAR payments will be adjusted each year according to the Consumer Price Index (as published by the U.S. Department of Labor, Bureau of Labor Statistics).
  • EMX Royalty will receive a 0.5-per-cent NSR royalty on any new mineral exploration projects generated by OK2 in Sweden or Norway, excluding projects acquired from a third party containing a mineral resource or reserve or an existing mining operation. These royalties are not capped and not subject to a buydown.
  • EMX Royalty will have the right to nominate one seat on the board of directors of the reorganized OK2.
  • At closing, OK2 will issue a 1% NSR to EMX on the 100% owned Pyramid Au-Cu porphyry project located in Northern British Columbia.
  • Closing is subject to approval by the TSX Venture Exchange

Corporate Restructuring and Financing

OK2 is pleased to announce a non-brokered private placement financing for up to 10,000,000 units (the "Units") at a post-Consolidation (as defined below) price of $0.06 per Unit to raise gross proceeds of up to $600,000 (the "Private Placement").

Each Unit will consist of one post-consolidated common share and one 1/2 common share purchase warrant. Each whole share purchase warrant will entitle the holder to acquire an additional common share for $0.10, on a post-consolidated basis, for a period of two years from the date of closing of the Private Placement.

Finder's fees shall be payable in cash.

The Company expects to close the Private Placement following regulatory approval. Proceeds of the Private Placement will be used for exploration, project generative activities, and general working capital. It is anticipated that OK2's management and board of directors will acquire Units in the Private Placement. The issuance of Units to certain insiders of OK2 pursuant to the Private Placement will be considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of any Insider participation.

Prior to closing of the Private Placement, the Company will consolidate its outstanding common shares on the basis of three (3) existing common shares for one (1) new common share (the "Consolidation"). The Consolidation has been approved by the Board of Directors pursuant to the articles of the Company and the Business Corporations Act (British Columbia).

ABOUT OK2 Minerals Ltd.

OK2 Minerals Ltd. is a Canadian-based junior exploration company comprised of highly qualified mining professionals with two very prospective copper-gold exploration projects located in northwestern British Columbia on or within the "Golden Triangle" and now three exciting zinc-copper-lead-silver projects in Norway and an additional prospective zinc-copper-silver-gold project in Sweden.

ON BEHALF OF THE BOARD OF
OK2 MINERALS LTD.

Per: "Minaz Devji" Minaz Devji,
CEO and Director

OK2 Minerals
Mike Devji
(604) 258-8666
mike.devji@ok2minerals.com

This news release was prepared by Company management, who take full responsibility for its content. George Cavey P.Geo, Director, is a Qualified Person as defined by National Instrument 43-101 of the Canadian Securities Administrators and has reviewed and approved the technical disclosure in this release.

Neither 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.