Focus Graphite Inc. Announces the Sale of the Romer Property to Mincom Capital Inc.
27 Setembro 2013 - 4:00PM
Marketwired Canada
Focus Graphite Inc. ("Focus" or "the Company"), (TSX
VENTURE:FMS)(OTCQX:FCSMF)(FRANKFURT:FKC), is pleased to announce that it has
entered into a letter agreement (the "Agreement") with Mincom Capital Inc.
("Mincom") (TSX VENTURE:MOI.P), pursuant to which Focus will sell to Mincom all
of its rights, title and interest in a series of 149 contiguous and 2 isolated
map-designated mining claims located in the Labrador Trough sector of Nunavik,
Northern Quebec, and collectively referred to as the Romer base and precious
metals (Cu-Zn-Ni-Au-PGE) Property (the "Property").
It is intended that the acquisition of the Property will constitute Mincom's
"Qualifying Transaction" in accordance with Policy 2.4 of the Exchange ("Policy
2.4"). Focus and Mincom are not dealing at arm's length given that Gary Economo,
Jeffrey York, Marc-Andre Bernier and Chester Burtt (the "Non-Arms' Length
Parties") are also directors of Mincom. Accordingly, the Qualifying Transaction
is a "Non-Arm's Length Qualifying Transaction" within the meaning of Policy 2.4.
The Non-Arms Length Parties did not participate in the deliberations of the
board of directors of the Company in connection with the proposed transaction.
The Agreement was approved by the independent director of the Company and the
letter of intent was signed on September 26, 2013.
As such, the completion of the Qualifying Transaction will require the approval
of the shareholders of Mincom to be obtained at a special meeting of
shareholders to be called for this purpose. Upon completion of the Qualifying
Transaction, it is expected that Mincom will be listed on the Exchange as a Tier
2 mining issuer.
The Romer Property
The Property consists of 149 contiguous and 2 isolated map-designated mining
claims for a total of 151 claims (total surface area: 6,870.6 ha or 69 km2). The
Property is located in the Labrador Trough sector of Nunavik, the northern
division of the Nord-du-Quebec administrative region. The Property straddles the
junction between NTS 1:50,000-scale topographic sheets 24K-03 (Lac Geridot) and
24K-04 (Lac Thevenet), and covers portions of unpatented townships 5051, 5052
and 5151. It is bound by latitudes 58 degrees 06'30" and 58 degrees 12'30" North
and longitudes 69 degrees 29'00" and 69 degrees 38'00" West.
The Property is an early stage exploration project strategically located in the
Labrador Trough which is currently considered one of the highest potential
emerging regions of Quebec for base (Cu-Zn-Ni) and precious (Au-PGE) metal
mineralizations.
The Property is part of an original group of 13 mineral properties located in
the north-central portion of the Labrador Trough acquired by Focus Metals Inc.
(now Focus Graphite Inc.) in 2010. The Property encompasses a series of
historical base and precious mineral occurrences situated near Hellancourt and
Thevenet Lakes.
The Property lies within the Gerido Zone of the Labrador Trough, which is
dominated by deep marine sediments, volcanics and iron formations of the Koksoak
Group intruded by Montagnais Gabbro sills, a favorable geological context for
disseminated or "reef-type" palladium-rich mineralization, copper-zinc massive
sulphides mineralization of Besshi and Sedex types and gold-bearing quartz veins
associated with iron formations mineralizations.
Two important waves of exploration were conducted on the Property. The first, in
the 1950s and 1960s was focused on massive sulphide occurrences. Only limited
information on the surveys conducted during this period is available in
government assessment files. The second wave, from 1987 to 2002, originated from
the discovery of anomalous platinum and palladium associated with nickel-copper
mineralization throughout the area, and the subsequent discovery of disseminated
palladium-rich mineralization in the Montagnais Gabbro. Apart from these two
waves of exploration activity, only limited "boot-and-hammer" prospecting
programs were conducted by different groups and there are only four (4) properly
documented drill holes located within the limits of the Property and only very
limited trenching.
The Property encompasses four significant historical polymetallic mineral
occurrences (source: Charbonneau, R. and Robillard, I., 2009. Technical Report
on the Romer Property In accordance with National Instrument 43-101, North
central part of the Labrador Trough NTS map sheets 24K03 and 24K04; available at
www.sedar.com under Focus Graphite Inc., filed May 12, 2010).
St-Pierre Palladium and Bowen Lake Occurrences
-- Discovered by Noranda Exploration Inc. in 1987
-- Later investigated by Osisko Exploration Ltd and Coleraine Resources
Inc. (Kiddie, 2002; GM 60824).
-- Minutely disseminated sulphides in a leucocratic facies of the
Montagnais Gabbro.
-- Several grab samples(ii) containing anomalous Au, Pt and Pd (e.g. St-
Pierre occurrence: 1.49 g/t Pd; 0.57 g/t Pt; Noranda, 2001; GM 60824).
Folding Lake ("Fort-Chimo") Occurrence
-- Discovery by Frobex Ltd. prior to 1970 (Fisher and Fraser, 1964;
GM16751).
-- A copper and zinc bearing massive to semi-massive sulphide horizon.
-- 1.18% Cu, 0.27% Ni, 1.09 g/t Au, 12.8 g/t Ag and 0.72% Zn over 1.5 m in
drill core (Frobex, 1964)
St-Pierre ("Venditelli") Gold Occurrence.
-- Discovered in the 1960s by Hollinger North Shore, although not reported
-- Rediscovered by Noranda Exploration Inc. in 1987 ((Woldeabzghi and
Dessureault, 1988 (GM 46465); Dessureault and al., 1988 (GM 49488);
(Dessureault, 1988 (GM47544)
-- Network of gold bearing quartz veins invading the carbonate facies iron
formation of the Middle Baby Formation.
-- 28 g/t Au in a grab sample(ii) (Noranda 1988; GM46465), 11.98 g/t Au
over 0.25 m in a channel sample and 1.78 g/t Au over 1.80 m in drill
core (Noranda, 1988; GM49488). However, abundant sampling indicates the
erratic nature of the mineralization.
(i) Cautionary note: The Company has not verified the historic exploration results.
(ii) Grab samples are selective by nature and are unlikely to be representative
of the average grade of the mineralized zone being sampled.
Subsequent to Focus' acquisition of the Property in 2010, a short reconnaissance
program was conducted that included prospecting and rock sampling for a total of
305 samples (GM-64970, Charbonneau, 2010; available at
http://sigeom.mrn.gouv.qc.ca/). Several positive results for Au, Pd, Ag and Cu
were obtained confirming historically known showings. The sampling program also
highlighted a new sector of interest for platinum and palladium in the south
central part of the Property where a slightly mineralized gabbro returned 0.672
g/t Pt and 0.577 g/t Pd.
In 2012, Focus commissioned Geotech Ltd. of Aurora, Ontario to conduct a
helicopter-borne magnetic and electromagnetic VTEM survey of the Romer property.
The Geotech survey is the first high-definition airborne geophysical survey
available for the Property. The magnetic survey results will help to identify
potential iron formations and geological structures that could be associated
with gold-bearing quartz vein-type mineralizations. The survey identified over
972 electromagnetic anomalies forming regional linear trends related to
geological units or isolated anomalies which will help to identify sulphide
targets that could be associated with PGE "reef-type" and copper-zinc of
Besshi/Sedex type mineralizations. These targets will form the basis of
follow-up ground exploration programs.
Terms and conditions of the Agreement
The transaction is subject to Exchange and to other standard closing conditions,
including satisfactory due diligence review of the Property by Mincom, and the
completion of a financing (the "Offering") on terms satisfactory to Mincom, in
its sole discretion, as may be necessary in order to meet the minimum listing
requirements of the Exchange.
The consideration due to Focus from Mincom for the purchase of the Property is
CAN$1,000,000, as determined following an independent valuation prepared at the
request of Mincom. Focus will receive the consideration as follows: (i) cash
consideration of CAN$250,000; (ii) common shares of Mincom having a total value
of CAN$750,000, at a price per share equal to the issue price of the common
shares of Mincom to be issued in connection with Mincom's concurrent financing.
The Romer property comprises of 151 mining claims but only the 149 contiguous
mining claims were assessed for the purpose of establishing the value of the
property.
The technical information presented in this press release has been reviewed by
Mr. Marc-Andre Bernier, M.Sc., P.Geo. (Ontario and Quebec), Focus Director and
Technical Advisor and a Qualified Person under NI 43-101.
About Focus Graphite
Focus Graphite Inc. is an emerging mid-tier junior mining development company, a
technology solutions supplier and a business innovator. Focus is the owner of
the Lac Knife graphite deposit located in the Cote-Nord region of northeastern
Quebec. The Lac Knife project hosts a NI 43-101 compliant Indicated Mineral
Resource Estimate of 4.9 million tons grading 15.8% graphitic carbon (Cgr) as
crystalline graphite with an additional Inferred Mineral Resource Estimate of
3.0 million tons grading 15.6% Cgr of crystalline graphite. Focus' goal is to
assume an industry leadership position by becoming a low-cost producer of
technology-grade graphite. On October 29th, 2012 the Company released the
results of a Preliminary Economic Assessment ("PEA") of the Lac Knife Project
which demonstrated that the project has an excellent potential to become a
graphite producer. As a technology-oriented enterprise with a view to building
long-term, sustainable shareholder value, Focus also invests in the development
of graphene applications and patents through Grafoid Inc.
About Mincom
Mincom was incorporated on May 24, 2011 under the Canada Business Corporations
Act. The Corporation is a Capital Pool Company as defined in Policy 2.4 of the
Exchange. The head office of the Company is located at 912-130 Albert Street,
Ottawa, Ontario K1P 5G4. The principal business of the Corporation is the
identification and evaluation of assets or businesses with a view to completing
a Qualifying Transaction. The Corporation has not commenced operations and has
no significant assets other than cash.
Forward Looking Statements
The statements used in this press release may contain forward-looking
statements, and are based on the opinions and estimates of management, or on
opinions and estimates provided to, and accepted by, management. These opinions
and estimates are used by management, and speak only as of the date of this
press release. Forward-looking statements in this press release include, but are
not limited to, the closing of the Qualifying Transaction and the anticipated
benefits from the Qualifying Transaction. Forward-looking statements involve
significant known and unknown risks, uncertainties and assumptions, including
with respect to the closing of the Qualifying Transaction, the timing and
receipt of all applicable regulatory approvals and third party consents, the
anticipated benefits from the Qualifying Transaction and the satisfaction of
other conditions to the completion of the Qualifying Transaction.
Forward-looking statements are subject to a variety of risks and uncertainties
and other factors that could cause actual events or results to differ, possibly
significantly. Although Mincom believes that its expectations reflected in these
forward-looking statements are reasonable, such statements involve risks and
uncertainties and no assurance can be given that actual events or results will
be consistent with these forward-looking statements. Except as required by
applicable law, Mincom does not undertake, and specifically disclaims, any
obligation to update or revise any forward-looking information, whether as a
result of new information, future developments or otherwise. Readers are
therefore cautioned not to place undue reliance on any forward-looking
statements.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Mr. Gary Economo
Chief Executive Officer
613-691-1091, ext. 101
geconomo@focusgraphite.com
www.focusgraphite.com
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