VANCOUVER, BC, Nov. 1, 2021 /CNW/ - Monumental Gold Corp.
("Monumental" or the "Company") (TSXV: MGLD) is
pleased to announce that further to its September 24, 2021 news release, the TSX Venture
Exchange (the "Exchange") has approved the Company's
assignment and assumption agreement (the "Assignment
Agreement") with Discovery Silver Corp. (TSXV: DSV)
("Discovery") dated September 22,
2021, amended October 7, 2021,
whereby Discovery has agreed to transfer and assign its rights and
obligations under the Jemi Option Agreement (as defined below) to
Monumental (the "Assignment"). Discovery, through its
wholly-owned Mexican subsidiary Discovery Metals S.A. de C.V. (the
"Discovery Subsidiary"), entered into a mineral exploration
and option to purchase agreement with Jesus
Miguel Hernandez Garza and Juan
Reynaldo Elizondo Falcon (the "Vendors") dated
May 15, 2017, as amended June 30, 2021 (the "Jemi Option
Agreement"), whereby Discovery Subsidiary has an option to
acquire a 100% interest in six (6) mineral concessions comprising
approximately 3,560 hectares located in the Ocampo
municipality of Coahuila State, Mexico (the "Property") from the
Vendors.
Highlights of the Proposed Acquisition
Pursuant to the Assignment Agreement, in consideration for the
assignment and assumption of the Jemi Option Agreement, Monumental
must, within three (3) business days of the date on which the
Company receives the final approval of the Assignment Agreement by
the TSX Venture Exchange (the "Exchange") (the
"Exchange Acceptance Date"), issue to Discovery
2,308,810 common shares of Monumental (the "Payment
Shares"). Subject to the exercise of the option to acquire the
Property pursuant to the Jemi Option Agreement, Discovery would
retain a 1.5% net smelter returns royalty payable upon the
commercial production of the Property in accordance with the terms
set out in the Assignment Agreement and pursuant to a royalty
agreement. In addition to the statutory hold period of four months
and a day from the date of issuance, the Payment Shares will be
subject to a 12-month voluntary hold period from the date of
issuance.
Pursuant to the Jemi Option Agreement, Discovery has the option
to acquire 100% of the Property from the Vendors by completing
US$2,000,000 of exploration
expenditures on the Property by May 16,
2024 (the "Expenditures") and paying to the Vendors
US$500,000 in cash or common shares
upon the exercise of the option, such that if an election is made
to make the payment in shares, the number of shares will be
calculated based on the closing price of the common shares on the
business day immediately prior to the date on which the payment
must be made, subject to a minimum issue price of $0.28 per share. The Vendors have agreed to
the assignment and assumption of the Jemi Option Agreement by
Discovery and the Discovery Subsidiary to Monumental and its
Mexican subsidiary pursuant to the terms and conditions of the
Assignment Agreement.
The Assignment constitutes a "Fundamental Acquisition" for
the Company pursuant to Exchange Policy 5.3 – Acquisitions and
Dispositions of Non-Cash Assets. A technical report on the
Property was prepared in accordance with National Instrument
43-101 – Standards of Disclosure for Mineral Projects (the
"Technical Report") by Craig
Gibson, Ph.D., CPG, Technical Director, ProDeMin of
Guadalajara, Jalisco, Mexico and
will be filed on SEDAR at www.sedar.com.
In connection with the Assignment Agreement, Monumental has
entered into a finder's fee agreement with Axemen Resource Capital
Ltd. ("Axemen"), an arm's length party, in consideration for
services in transaction advisory services and introducing the
Company to Discovery, pursuant to which Axemen will receive
consideration of 199,946 common shares of Monumental (the
"Finder's Shares"). The Finder's Shares will be subject to a
four month hold period.
The Property
The Property is located in the Ocampo municipality, a relatively remote
region of western Coahuila state
about 220 km northwest of Monclova
and lies in the Sierra Madre Oriental physiographic province. The
Property lies in the southern half of an isolated range or sierra
known as Sierra la Vasca. The topography of the Sierra la Vasca is
abrupt and rises to about 1750 meters elevation with the
surrounding valleys at under 1100m,
but the Property is located around the southern and western
portions of the range ranging from about 1100 m to 1350 m.
Work completed at the Property has been successful in demonstrating
potential for encountering Rare Earth Elements mineralization by
exploration at the Property. Systematic geological mapping and
sampling are needed to evaluate the potential for encountering an
economic deposit and for definition of targets for drilling. Drill
permits have been obtained for the Property.
Further information about the Property and its proposed
exploration and development is disclosed in the Technical
Report.
Name Change & Symbol Change
In connection with the approval by the Exchange of the
Assignment Agreement, the Company will change its name to
"Monumental Minerals Corp.". In conjunction with the name change,
the Company's new CUSIP number will be 615327103, the ISIN number
will be CA6153271037 and the trading symbol will change to
"MNRL".
The Exchange has confirmed that the Company's stock halt will be
lifted. The Company expects trading to resume at market open on or
about November 4, 2021 under the new
symbol.
Qualified Person
The scientific and technical
information contained in this news release has been reviewed and
approved by Kristopher J. Raffle, P.Geo. (BC) Principal and
Consultant of APEX Geoscience Ltd. of Edmonton, AB, a Director of the Company and a
"Qualified Person" as defined in National Instrument 43-101
– Standards of Disclosure for Mineral
Projects.
About Monumental Gold Corp.: Monumental Gold Corp. is a
mineral exploration company focused on the acquisition, exploration
and development of mineral resource properties. The Company has an
option to acquire a 100% interest and title to the Weyman property
located in the Kamloops and Nicola
Mining Divisions and in the Thompson Nicola Regional District,
British Columbia.
On behalf of the Board of Directors,
/s/ "Todd Macdonald"
Todd
Macdonald Chief Executive Officer
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.
Forward Looking Information
This news release includes certain statements that constitute
"forward-looking information" within the meaning of applicable
securities law, including without limitation, the Company's plans
for the Property, the Assignment, the Assignment Agreement and the
Jemi Option Agreement and consideration and exploration obligations
required therein, name and symbol change, resumption of trading
date, other statements relating to the financial and business
prospects of the Company, and other matters.
Forward-looking statements address future events and conditions
and are necessarily based upon a number of estimates and
assumptions. These statements relate to analyses and other
information that are based on forecasts of future results,
estimates of amounts not yet determinable and assumptions of
management. Any statements 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" or "does not
expect", "is expected", "anticipates" or "does not anticipate",
"plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved), and variations of such words, and
similar expressions are not statements of historical fact and may
be forward-looking statements. Forward-looking statement are
necessarily based upon a number of factors that, if untrue, could
cause the actual results, performances or achievements of the
Company to be materially different from future results,
performances or achievements express or implied by such statements.
Such statements and information are based on numerous assumptions
regarding present and future business strategies and the
environment in which the Company will operate in the future,
including the price of metals, anticipated costs and the ability to
achieve goals, that general business and economic conditions will
not change in a material adverse manner, that financing will be
available if and when needed and on reasonable terms, and that
third party contractors, equipment and supplies and governmental
and other approvals required to conduct the Company's planned
exploration activities will be available on reasonable terms and in
a timely manner. While such estimates and assumptions are
considered reasonable by the management of the Company, they are
inherently subject to significant business, economic, competitive
and regulatory uncertainties and risks.
Forward-looking statements are subject to a variety of risks and
uncertainties, which could cause actual events, level of activity,
performance or results to differ materially from those reflected in
the forward-looking statements, including, without limitation: (i)
risks related to rare earth elements, and other commodity price
fluctuations; (ii) risks and uncertainties relating to the
interpretation of exploration results; (iii) risks related to the
inherent uncertainty of exploration and cost estimates and the
potential for unexpected costs and expenses; (iv) that resource
exploration and development is a speculative business; (v) that the
Company may lose or abandon its property interests or may fail to
receive necessary licences and permits; (vi) that
environmental laws and regulations may become more onerous;
(vii) that the Company may not be able to raise additional funds
when necessary; (viii) the possibility that future exploration,
development or mining results will not be consistent with the
Company's expectations; (ix) exploration and development risks,
including risks related to accidents, equipment breakdowns, labour
disputes or other unanticipated difficulties with or interruptions
in exploration and development; * competition; (xi) the potential
for delays in exploration or development activities or the
completion of geologic reports or studies; (xii) the uncertainty of
profitability based upon the Company's history of losses; (xiii)
risks related to environmental regulation and liability; (xiv)
risks associated with failure to maintain community acceptance,
agreements and permissions (generally referred to as "social
licence"); (xv) risks relating to obtaining and maintaining all
necessary government permits, approvals and authorizations relating
to the continued exploration and development of the Company's
projects; (xvi) risks related to the outcome of legal actions;
(xvii) political and regulatory risks associated with mining and
exploration; (xix) risks related to current global financial
conditions; (xx) the impact of Covid-19 or other viruses and
diseases on the Company's ability to operate; and other risks and
uncertainties related to the Company's prospects, properties and
business strategy. These risks, as well as others, could cause
actual results and events to vary significantly.
Factors that could cause actual results to differ materially
from those in forward looking statements include, but are not
limited to, continued availability of capital and financing and
general economic, market or business conditions, the loss of key
directors, employees, advisors or consultants, adverse weather and
climate conditions, equipment failures, failure to secure personnel
and equipment, litigation, failure of counterparties to perform
their contractual obligations and fees charged by service
providers. Investors are cautioned that forward-looking statements
are not guarantees of future performance or events and, accordingly
are cautioned not to put undue reliance on forward-looking
statements due to the inherent uncertainty of such statements. The
forward-looking statements included in this news release are made
as of the date hereof and the Company disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as expressly required by applicable securities
legislation.
SOURCE Monumental Gold Corp
