Allied Copper Corp. (TSX-V: CPR, OTCQB: CPRRF) (the
“
Company” or “
Allied Copper”), is
pleased to announce that it has agreed to acquire 100% of the
issued and outstanding shares (“
Volt
Shares”) of privately-held Volt Lithium Corp.
(“
Volt”), pursuant to a share purchase agreement
(the “
Agreement”) dated October 31, 2022, among
each of the shareholders of Volt (collectively, the
“
Vendors”) and the Company (the
“
Acquisition”). Volt currently holds approximately
400,000 acres of mines and minerals permits in the Rainbow Lake
area of Alberta, specifically targeting lithium found in the brines
of the Keg River formation. Through this Acquisition, Allied Copper
is afforded a strategic opportunity to expand both its asset base
and development focus to include a broader range of battery metals
that represent key inputs supporting the global energy transition.
“The acquisition of Volt and retention of its
key management team members helps position Allied Copper as a
responsible contributor to the world’s battery metals supply, as
our combination of copper and now lithium assets are both situated
in high integrity jurisdictions featuring robust regulatory regimes
and strong environmental regulation,” said Warner Uhl, Executive
Chairman of Allied Copper. “This strategic transaction accelerates
the execution of the Company’s strategy, bringing greater scale
along with entry into one of the most sought-after minerals for the
future of clean energy, while supporting our efforts to deliver
long-term value for our shareholders.”
As consideration for the Acquisition, the
Company will issue 39,840,000 common shares in the capital of
Allied Copper (the “Consideration Shares”) to the
Vendors, representing a ratio of 1.92 Consideration Shares for each
Volt Share held by the Vendors, rounded down to the nearest whole
number. Upon completion of the Acquisition, the Vendors will own
approximately 49% of the issued and outstanding shares in the
capital of the Company, on a non-diluted basis. The Consideration
Shares will be subject to a four-month hold period pursuant to
applicable Canadian securities laws.
The Acquisition is subject to standard closing
conditions, including the approval of the TSX Venture Exchange (the
“TSXV”). Subject to receiving the approval of the
TSXV, and the satisfaction of the remaining closing conditions, the
Acquisition is expected to close on or about November 16, 2022.
In connection with the completion of the
Acquisition, Alex Wylie, a Vendor, will be appointed as the
President of Allied Copper. Mr. Wylie brings expertise in finance,
accounting and capital markets along with a proven track record of
founding and building high-growth businesses. Originally from
Toronto and a graduate of Western University with a degree in
Economics, Mr. Wylie earned his CPA CA designation in 1993, and
spent more than ten years in investment banking with both a major
independent North American investment dealer as well as boutique
firms. His strategic and tactical corporate experience includes the
founding, growing and ultimate acquisition of resource focused
entities as well as health care companies. Kyle Hookey will
continue to act as Chief Executive Officer and Morgan Tiernan will
continue to act as Chief Financial Officer of Allied Copper.
In connection with the completion of the
Acquisition, current directors J. Campbell Smyth and David Eaton
will resign from the board, and will be replaced by Mr. Wylie and
Marty Scase. Mr. Scase will be an “independent director” as that
term is defined in National Instrument 58-101 Disclosure of
Corporate Governance Practices. Mr. Scase has acted as director of
numerous private companies in the resource sector over his 25-year
career. Mr. Uhl and Mr. Hookey will continue to act as directors of
the Company, with Mr. Uhl also continuing to serve as Executive
Chairman.
The continued appointment of each of the
directors of Allied Copper will be considered and voted upon by
shareholders of the Company at its next annual general meeting (the
“Meeting”) which, pursuant to the Agreement, will
be held by no later than January 31, 2023.
Qualified Person
Cam Bartsch (P. Geo.) is the “Qualified Person”
as defined by National Instrument 43-101 Standards of Disclosure
for Mineral Projects who has reviewed and approved the technical
information that is contained within this news release.
About Allied Copper
Allied Copper (TSX-V: CPR, OTCQB: CPRRF),
headquartered in Vancouver, British Columbia, Canada, is a mineral
exploration company focused on acquiring and developing potential
long life, scalable copper and/or gold assets in the Western U.S.
The Company’s strategy is to focus on low cost and potential high
growth operations in low-risk jurisdictions. Allied Copper’s
management is committed to operating efficiently and with
transparency in all areas of the business. Investors and/or readers
may sign up for updates on the Company’s website:
www.alliedcoppercorp.com.
On behalf of the Board of
Directors of Allied Copper Corp.
Mr. Warner UhlExecutive Chairman+1 (778)
835-3753
Contact Information
For Investor Relations inquiries or further
information, please contact:Kyle HookeyInterim CEO and
DirectorCell: +61 (431) 920 389E-mail: khookey@cronincapital.ca
Forward Looking Statements
This news release includes certain
“forward-looking statements” and “forward-looking information”
within the meaning of applicable Canadian securities laws. When
used in this news release, the words “anticipate”, “believe”,
“estimate”, expect”, “target”, “plan”, “forecast”, “may”, “would”,
“could”, “schedule” and similar words or expressions, identify
forward-looking statements or information. Statements, other than
statements of historical fact, may constitute forward looking
information and include, without limitation, statements about the
merits of the Acquisition; the ownership and management of Company
upon closing; the anticipated timing of and business conducted at
the Meeting; the minerals targeted by Volt; that the Acquisition
accelerates the execution of the Company’s strategy; and the
expected closing of the Acquisition. Forward-looking statements and
forward-looking information also include any statements relating to
future mineral production, liquidity, enhanced value and capital
markets profile of Allied Copper, future growth potential for
Allied Copper and its business, and future exploration plans. With
respect to the forward-looking information contained in this news
release, the Company has made numerous assumptions regarding, among
other things, the closing of the Acquisition; the approval of the
TSXV; and the ability of the parties to complete the Acquisition as
contemplated in the Agreement. Assumptions have also been made
regarding, among other things, the price of copper, lithium and
other metals; no escalation in the severity of the COVID-19
pandemic; costs of exploration and development; the estimated costs
of development of exploration projects; Allied Copper’s ability to
operate in a safe and effective manner and its ability to obtain
financing on reasonable terms, that the geological, metallurgical,
engineering, financial and economic advice that the Company has
received is reliable and are based upon practices and methodologies
which are consistent with industry standards. While the Company
considers these assumptions to be reasonable, these assumptions are
inherently subject to significant uncertainties and contingencies
and may prove to be incorrect. Additionally, there are known and
unknown risk factors which could cause the Company’s actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking information contained herein. Known
risk factors include, among others: fluctuations in commodity
prices and currency exchange rates; uncertainties relating to
interpretation of well results and the geology, continuity and
grade of mineral deposits; uncertainty of estimates of capital and
operating costs, recovery rates, production estimates and estimated
economic return; inability to obtain TSXV approval on terms
acceptable to the Company and the Vendors; inability to satisfy the
closing conditions of the Agreement; inability to realize the
expected synergies from the Acquisition; the need for cooperation
of government agencies in the exploration and development of
properties and the issuance of required permits; the need to obtain
additional financing to develop properties and uncertainty as to
the availability and terms of future financing; the possibility of
delay in exploration or development programs or in construction
projects and uncertainty of meeting anticipated program milestones;
uncertainty as to timely availability of permits and other
governmental approvals; increased costs and restrictions on
operations due to compliance with environmental and other
requirements; increased costs affecting the metals industry and
increased competition in the metals industry for properties,
qualified personnel, and management. All forward-looking
information herein is qualified in its entirety by this cautionary
statement, and the Company disclaims any obligation to revise or
update any such forward-looking information or to publicly announce
the result of any revisions to any of the forward-looking
information contained herein to reflect future results, events or
developments, except as required by law.
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