New Pacific Metals Corp. (TSX-V: NUAG) (OTCQX:
NUPMF) (“
New Pacific” or the
“
Company”) announces it has established a
wholly-owned subsidiary, Whitehorse Gold Corp. (“
Whitehorse
Gold”), to hold its 100% owned Tagish Lake Gold Project,
Yukon, Canada. The Company intends to directly or indirectly
distribute Whitehorse Gold common shares to New Pacific
shareholders on a pro rata basis by way of a plan of arrangement
and apply to list the Whitehorse Gold common shares on the TSX
Venture Exchange (the "
Exchange").
The spin-out would enable the Company’s
shareholders to realize the value of the Tagish Lake Gold Project
in the current strong gold market through direct ownership in
Whitehorse Gold. Upon completion of the spin-out, the Company
would continue to focus on the exploration and development of its
Silver Sand and Silverstrike projects in Bolivia.
Tagish Lake Gold Project
New Pacific acquired the Tagish Lake Gold
Project in 2010 through acquisition of Tagish Lake Gold Corp. and
carried out limited drilling in 2011 that intercepted significant
gold results. The Project consists of 1,051 mineral claims covering
an area of 170 square kilometres and is located approximately 55
kilometres (km) south of Whitehorse, Yukon in the Wheaton River
Valley region. The Project hosts the advanced-stage Skukum
Creek, Goddell and Mt. Skukum high-grade gold deposits and multiple
high-priority exploration targets.
Project infrastructure includes an all-weather
access road, an all-weather 50-person camp, approximately 4.8 km of
underground workings, an extensive surface road network and a
previously operating 300 tonne per day mill along with a tailings
management facility and service buildings. Over 140,000
metres of drilling has been completed on the Project and the Mt.
Skukum Mine saw historical underground operations from 1986 to 1988
with reported production of approximately 79,000 ounces of gold, at
an average grade of 13 g/t gold under a previous operator.
Mineral Resource Estimate
1
Table 1: Indicated Mineral Resources
2
Deposit |
Cut-off Gradeg/t 2 |
Tonnes |
Au g/t |
Ag g/t |
AuEq g/t |
Contained oz Au |
Contained oz Ag |
Contained oz AuEq |
Skukum Creek |
3.0 |
1,086,800 |
5.54 |
159 |
8.72 |
193,700 |
5,547,600 |
304,600 |
Goddell |
3.0 |
329,700 |
8.13 |
- |
8.13 |
86,210 |
- |
86,210 |
Total Indicated |
3.0 |
1,416,500 |
6.14 |
- |
8.58 |
279,910 |
5,547,600 |
390,810 |
Table 2: Inferred Mineral Resources 2
Deposit |
Cut-off Gradeg/t 3 |
Tonnes |
Au g/t |
Ag g/t |
AuEq g/t |
Contained oz Au |
Contained oz Ag |
Contained oz AuEq |
Skukum Creek |
3.0 |
586,000 |
4.74 |
105 |
6.83 |
89,200 |
1,972,700 |
128,700 |
Goddell |
3.0 |
483,900 |
7.13 |
- |
7.13 |
110,867 |
- |
110,867 |
Mt. Skukum |
3.0 |
90,500 |
9.25 |
13 |
9.51 |
26,900 |
37,800 |
27,656 |
Total Inferred |
3.0 |
1,160,400 |
6.09 |
- |
7.16 |
226,967 |
2,010,500 |
267,223 |
Notes:
- “Amended and Restated Technical
Report Skukum Gold-Silver Project” prepared for New Pacific Metals
Corp. by Geosim Services, Inc. effective date July 16, 2012.
A copy of this technical report is available on SEDAR under the
Company’s profile. The Company does not consider this
estimate to be current for the purposes of NI 43-101.
- By prescribed definition, "Mineral
Resources" do not have demonstrated economic viability. An
Inferred Mineral Resource is that part of a mineral resource for
which quantity and grade can be estimated on the basis of
geological evidence and limited sampling and reasonably assumed,
but not verified, geological and grade continuity.
- Cut-off grade is 3.0 g/t Au
equivalent (AuEq) for Mt. Skukum and Skukum Creek, 3 g/t Au for
Goddell. Metal prices were assumed $US1,300/oz Au and US$26/oz Ag.
The AuEq formula is as follows: Au + (Ag *0.02) = Au Eq.
Plan of Arrangement
It is proposed that the spin-out will occur by
way of a plan of arrangement (the “Arrangement”)
under the Business Corporations Act (British Columbia) pursuant to
which New Pacific shareholders will be entitled to receive common
shares of Whitehorse Gold on a pro rata basis. It is also
proposed that Whitehorse Gold will conduct a private placement to
be completed concurrently with the Arrangement (the
"Private Placement").
The Arrangement and the Private Placement will
be subject to the approval of the Company’s shareholders at a
special meeting that is expected to be held by the end of September
2020, requisite regulatory and stock exchange approval, and the
continued discretion of New Pacific's management and board of
directors. The Arrangement will also be subject to court approval.
The listing of Whitehorse Gold’s common shares on the Exchange will
be subject to acceptance by the Exchange and Whitehorse Gold
fulfilling all the requirements of the Exchange, including closing
of the Private Placement.
Further details of the Arrangement and the
Private Placement, including, without limitation, the applicable
ratio for the number of Whitehorse Gold common shares to be
received by New Pacific shareholders, the record date for
determining which shareholders will be entitled to receive
Whitehorse Gold common shares and vote on the Arrangement and
Private Placement at the special meeting, and the date for the
special meeting, will be provided in due course. There can be no
assurance that the Arrangement or the Private Placement will be
completed on the terms described herein or at all, or that the
Whitehorse Gold common shares will be listed on the Exchange.
Technical information contained in this news
release has been reviewed and approved by Alex Zhang, P.Geo., Vice
President of Exploration of the Company.
Investor Relations
Agreements
The Company is pleased to announce that it has
entered into three separate investor relations agreements.
The Company has entered into an advertising
agreement with Aspermont Media Ltd. (dba Mining Journal Online)
("Mining Journal") pursuant to which Mining
Journal will provide certain advertising services to the Company.
Such services include investor outreach, organizing investor
meetings and online marketing services for a period of 15 months.
As consideration, the Company will pay Mining Journal a fee of
£4,000 (plus tax). Based out of London, United Kingdom, Mining
Journal, an independent third party, publishes a journal which
covers all aspects of the mining industry. To the Company's
knowledge, Mining Journal does not have any direct interest in the
Company or its securities.
The Company has also entered into an arrangement
with Revolve Marketing Inc. (dba Visual Capitalist)
("Visual Capitalist") pursuant to which Visual
Capitalist will provide certain media services to the Company. Such
services include the creation and distribution of infographics for
a period of six weeks. As consideration, the Company will pay
Visual Capitalist a fee of US$7,500 (plus tax). Based out of
Vancouver, British Columbia, Visual Capitalist, an independent
third party, is a media company that creates and curates rich,
visual content on businesses. To the Company's knowledge, Visual
Capitalist does not have any direct interest in the Company or its
securities.
Finally, the Company has entered into an
agreement with Dig Media Inc. (dba Investing News Network)
("INN") pursuant to which INN will provide certain
advertising services to the Company. Such services include the
creation of a profile for the Company, which will include
interviews, videos and articles related to the Company. INN will
provide such services until March 22, 2021. As consideration, the
Company will pay INN a fee of $30,000 (plus tax). Based out
of Vancouver, British Columbia, with officers around the globe, INN
is an independent firm, which is dedicated to providing independent
news and education to investors. To the Company's knowledge, INN
does not have any direct interest in the Company or its
securities.
About New Pacific
New Pacific is a Canadian exploration and development company
which owns the Silver Sand Project in Potosí Department, Bolivia
and the Tagish Lake Gold Project in Yukon, Canada.
For further information, contact:
New Pacific Metals Corp. Gordon Neal President Phone: (604)
633-1368 Fax: (604) 669-9387 info@newpacificmetals.com
www.newpacificmetals.com
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 news release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION
Certain of the statements and information in
this news release constitute “forward-looking information” within
the meaning of applicable Canadian provincial securities laws. Any
statements or information that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as “expects”, “is
expected”, “anticipates”, “believes”, “plans”, “projects”,
“estimates”, “assumes”, “intends”, “strategies”, “targets”,
“goals”, “forecasts”, “objectives”, “budgets”, “schedules”,
“potential” or variations thereof or stating that certain actions,
events or results “may”, “could”, “would”, “might” or “will” be
taken, occur or be achieved, or the negative of any of these terms
and similar expressions) are not statements of historical fact and
may be forward-looking statements or information. Such
forward-looking statements include, but are not limited to, the
Company's expectations regarding: the ability of the spin-out to
enable the Company’s shareholders to realize the value of the
Tagish Lake Gold Project through direct ownership in Whitehorse
Gold; the terms, timing and completion of the Arrangement and the
Private Placement; the timing of the special meeting of
shareholders to approve the Arrangement and the Private Placement;
and the listing of Whitehorse Gold common shares on the
Exchange.
Forward-looking statements or information are
subject to a variety of known and unknown risks, uncertainties and
other factors that could cause actual events or results to differ
from those reflected in the forward-looking statements or
information, including, without limitation, risks relating to:
social and economic impacts of COVID-19; fluctuating equity prices,
bond prices, commodity prices; calculation of resources, reserves
and mineralization, foreign exchange risks, interest rate risk,
foreign investment risk; loss of key personnel; conflicts of
interest; dependence on management; receipt of the requisite
shareholder, court, regulatory and stock exchange approval of the
Arrangement, the Private Placement and listing of Whitehorse Gold
common shares on the Exchange, as applicable; changes in value of
the Tagish Lake Gold Project; and others. This list is not
exhaustive of the factors that may affect any of the Company’s
forward-looking statements or information. Forward-looking
statements or information are statements about the future and are
inherently uncertain, and actual achievements of the Company or
other future events or conditions may differ materially from those
reflected in the forward-looking statements or information due to a
variety of risks, uncertainties and other factors, including,
without limitation, those referred to in the Company’s Annual
Information Form for the year ended June 30, 2019 under the heading
“Risk Factors”. Although the Company has attempted to identify
important factors that could cause actual results to differ
materially, there may be other factors that cause results not to be
as anticipated, estimated, described or intended. Accordingly,
readers should not place undue reliance on forward-looking
statements or information.
The Company’s forward-looking statements or
information are based on the assumptions, beliefs, expectations and
opinions of management as of the date of this news release, and
other than as required by applicable securities laws, the Company
does not assume any obligation to update forward-looking statements
or information if circumstances or management’s assumptions,
beliefs, expectations or opinions should change, or changes in any
other events affecting such statements or information. For the
reasons set forth above, investors should not place undue reliance
on forward-looking statements or information.
CAUTIONARY NOTE TO US INVESTORS
This news release has been prepared in
accordance with the requirements of NI 43-101 and the Canadian
Institute of Mining, Metallurgy and Petroleum Definition Standards,
which differ from the requirements of U.S. Securities laws.
NI 43-101 is a rule developed by the Canadian Securities
Administrators that establishes standards for all public disclosure
an issuer makes of scientific and technical information concerning
mineral projects.
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