Voltaic Minerals Corp. Closes Purchase of L2 Cobalt Inc.
VANCOUVER, BC / ACCESSWIRE / February 20, 2019 / Voltaic Minerals Corp. (TSXV: VLT, FSE: 2P61) (the "Company") is pleased to announce that the Company closed a definitive agreement (the "L2 Cobalt Agreement") with L2 Cobalt Inc. and its shareholders and has purchased all of the issued and outstanding shares of L2 Cobalt in exchange for the issuance of 4,800,000 common shares of the Company. L2 Cobalt owns and has the right to acquire under option a total of 378 highly prospective Federal Unpatented Lode Claims (the "claims") in Silver Bow County, Montana, which total 7,560 acres.
Sixty-five (65) of the claims that L2 Cobalt has rights to are optioned under the Soap Gulch Property Option Agreement dated February 26, 2018 with 1132144 BC Ltd. (the "Soap Gulch Option") which grants to L2 Cobalt the right to earn 100% interest in the Soap Gulch property in Montana. The underlying claims are owned by the BLK Group, comprised of three individuals. The option payments to 1132144 BC Ltd. to earn a 100% interest in the mineral claims listed in the Soap Gulch Option include:
(a) pay $150,000 and issue 500,000 Company common shares within 7 days of TSX Venture Exchange approval of the transaction (the "Approval Date");
(b) pay $50,000 and issue $250,000 in value of Company common shares on the one year anniversary of the Approval Date; and
(c) pay $25,000 and issue $500,000 in value of Company common shares on the two year anniversary of the Approval Date.
On November 23, 2018, Voltaic, L2 Cobalt, 1132144 BC Ltd. and the BLK Group entered into an Option Assumption Agreement, where the BLK Group and 1132144 BC Ltd, agreed that they will accept payments from and shares of Voltaic in payment of the obligations outstanding under the various option agreements as described above.
The Soap Gulch area, Silver Bow County, Montana is located near the west end of the southern margin of the Helena Embayment portion of the important Proterozoic Belt Supergroup. Management believes that with an exploration program, it may be possible to discover a cobalt rich base metal mineral deposit on the property of L2 Cobalt.
A technical report on the Soap Gulch property was prepared by Dean J. Besserer, P. Geol. dated effective January 3, 2019 in accordance with National Instrument 43-101. The technical report has been filed on SEDAR.
Because Darryl Jones was a shareholder of L2 Cobalt and is a director and officer of the Company, the purchase of L2 Cobalt was a "related party transaction" within the meaning of Canadian securities legislation including Multilateral Instrument 61-101 and Policy 5.9 of the Exchange. The Company sought and obtained approval from a majority of the Minority Shareholders who cast votes at the Annual General and Special Meeting of the Company held November 19, 2018 to satisfy the requirement of minority approval under MI 61-101.
ON BEHALF OF THE BOARD
VOLTAIC MINERALS CORP.
"Darryl Jones"
Darryl Jones
President and CEO
Tel: 604.343.2723
info@voltaicminerals.com
FORWARD LOOKING STATEMENTS
Statements in this document which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include the Company’s plans to undertake to pay the option price and explore the Soap Gulch Property, and that there may be a cobalt rich mineral deposit. It is important to note that the Company's actual business outcomes and exploration results could differ materially from those in such forward-looking statements. Risks and uncertainties include that we may not receive shareholder or regulatory acceptance, and even if we indirectly acquire the mineral claims, it may prove to be unworthy of further expenditure; there may not be an economic cobalt resource, or any cobalt resource; economic, competitive, governmental, environmental and technological factors may affect the Company's operations, markets, products and prices. We may not have access to or be able to develop any minerals because of cost factors, type of terrain, or availability of equipment and technology. We may also not raise sufficient funds to carry out our plans. Additional risk factors are discussed in the section entitled "Risk Factors" in the Company's Management Discussion and Analysis for its recently completed fiscal period, which is available under Company's SEDAR profile at www.sedar.com. Except as required by law, we will not update these forward looking statement risk factors.
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: Voltaic Minerals Corp.
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