Optimum Ventures Ltd. Announces Letter of Intent With Blackwolf Copper and Gold Ltd.
20 Junho 2023 - 9:00AM
Optimum Ventures Ltd. (“Optimum” or the
“Company”) (TSXV: OPV) is pleased to announce that
it has entered into a non-binding letter of intent (the
"
LOI") with Blackwolf Copper and Gold Ltd.
("
Blackwolf"), pursuant to which Blackwolf will
acquire all of the issued and outstanding securities of the Company
(the "
Transaction") by way of a plan of
arrangement or such transaction structure to be determined by the
Company and Blackwolf under a definitive transaction agreement.
In connection with the Transaction, each Optimum
shareholder will be entitled to receive 0.65 (the "Exchange
Ratio") of a common share of Blackwolf for each share of
Optimum held, resulting in existing shareholders of the Company
collectively owning approximately 26% of the outstanding share
capital of the resulting company upon closing of the Transaction.
Additionally, all outstanding stock options of the Company are
expected to be cancelled and each outstanding warrant of the
Company to purchase Company Shares will be converted into a warrant
to purchase Blackwolf Shares in accordance with the Exchange
Ratio.
The Transaction is subject to, among other
things, completion of due diligence review by both parties, the
entering into of a definitive transaction agreement, necessary
board and regulatory approvals, and a number of closing conditions,
including: Blackwolf changing its name; the Company having minimum
working capital of $750,000 (net of costs and expenses of the
Company in connection with the Proposed Transaction);
reconstitution of the board of directors to consist of six (6)
members, of which five will be the existing board of directors of
Blackwolf and one will be Andrew Bowering, a nominee of the
Company; the Company obtaining the approval of its shareholders;
and no more than 5% of the Company's shareholders exercising their
rights of dissent. Each of Optimum’s directors and officers and
certain other significant Optimum shareholders, collectively
holding in aggregate at least 30% of the outstanding shares of
Optimum, are expected to enter into voting support agreements in
favour of the proposed transaction.
“We are very pleased to announce the proposed
business combination with Blackwolf Copper and Gold,” commented
Tyler Ross, CEO of Optimum. “Blackwolf not only has excellent
experience working in the region, but has a very similar focus to
our Company and its goals. We believe there is real synergy between
the project portfolios of both companies. Blackwolf's management
includes industry professionals with a consistent track record of
identifying and advancing successful exploration projects and we
believe the combination will create significant value for our
shareholders.”
About Blackwolf
Blackwolf’s founding vision is to be an industry
leader in transparency, inclusion and innovation. Guided by our
Vision and through collaboration with local and Indigenous
communities and stakeholders, Blackwolf builds shareholder value
through our technical expertise in mineral exploration, engineering
and permitting. The Company holds a 100% interest in the high-grade
Niblack copper-gold-zinc-silver VMS project, located adjacent to
tidewater in southeast Alaska as well as five Hyder Area
gold-silver and VMS properties in southeast Alaska and northwest
British Columbia in the Golden Triangle, including the
high-priority wide gold-silver veins at the Cantoo Property. For
more information on Blackwolf, please visit their website at
www.blackwolfcopperandgold.com.
About Optimum
Optimum is a Canadian-based mineral exploration
company actively seeking opportunities in the resource sector. Its
properties and projects are all located in British Columbia and the
extensions of the Golden Triangle area of Northern British Columbia
into Alaska. The Company has an option agreement with Teuton
Resources Corp. pursuant to which Teuton has agreed to grant to
Optimum the option to acquire an up to 80-per-cent interest in the
Harry and Outland Silver Bar properties, located near Stewart,
B.C.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Statements
This release includes certain statements and
information that may constitute forward-looking information within
the meaning of applicable Canadian securities laws. Forward-looking
statements relate to future events or future performance and
reflect the expectations or beliefs of management of the Company
regarding future events. Generally, forward-looking statements and
information can be identified by the use of forward-looking
terminology such as "intends" or "anticipates", or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would" or "occur". The
Company cautions that all forward-looking statements are inherently
uncertain, and that actual performance may be affected by a number
of material factors, many of which are beyond the Company’s
control. Such factors include, among other things: risks and
uncertainties relating to Optimum’s ability to complete all
payments and expenditures required under its mineral property
acquisition agreements; and other risks and uncertainties relating
to the actual results of current exploration activities, the
uncertainty of reserve and resources estimates; the uncertainty of
estimates and projections in relation to production, costs and
expenses; risks relating to grade and continuity of mineral
deposits; the possibility that future exploration, development or
mining results will not be consistent with adjacent properties and
the Company’s expectations; operational risks and hazards inherent
with the business of mining (including environmental accidents and
hazards, industrial accidents, equipment breakdown, unusual or
unexpected geological or structural formations, cave-ins, flooding
and severe weather); metal price fluctuations; environmental and
regulatory requirements; availability of permits, failure to
convert estimated mineral resources to reserves, the inability to
complete a feasibility study which recommends a production
decision, the preliminary nature of metallurgical test results,
fluctuating gold prices, possibility of equipment breakdowns and
delays, exploration cost overruns, availability of capital and
financing, general economic, political risks, market or business
conditions, regulatory changes, timeliness of government or
regulatory approvals and other risks involved in the mineral
exploration and development industry, and those risks set out in
the filings on SEDAR made by the Company with securities
regulators. Although the Company believes that the assumptions and
factors used in preparing the forward-looking information in this
news release are reasonable, undue reliance should not be placed on
such information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company expressly
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, other than as required by applicable
securities legislation.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any state securities laws
and may not be offered or sold within the United States or to U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
FOR FURTHER INFORMATION PLEASE CONTACT:
Tyler Ross
Optimum Ventures Ltd.
Tel: (604) 428-6128
info@optimumventures.ca
Optimum Ventures (TSXV:OPV)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Optimum Ventures (TSXV:OPV)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025