VANCOUVER, April 29, 2021 /CNW/ - Essex Minerals Inc. (the
"Company" or "Essex") (TSXV:ESX) (OTCQB:ESXMF) (Frankfurt:EWX1) is
pleased to announce that further to its Australian gold earn-in
joint venture it has reached agreement to acquire 100% of its joint
venture partner KNX Resources Ltd ("KNX").
Highlights
- The Company has agreed to acquire all the issued and
outstanding shares in KNX in exchange for the issuance of 5,000,000
ordinary shares in Essex to the
shareholders of KNX (the "Purchase Shares").
- The purchase of KNX (the "Purchase") is deemed by management as
the best way to acquire the balance of KNX's interest in the
Australian gold properties as it also gives Essex an Australian operating subsidiary with
accumulated tax losses.
- The Purchase Shares will be issued to the KNX shareholders on
the basis of one Essex share for
approximately every 4.052 KNX shares.
- Completion of the acquisition will give Essex an 83% interest in the Cumberland and Compass Creek Projects and 100%
of the Mt Turner Project through its 100% ownership of KNX.
Essex Minerals President and CEO Paul
Loudon said: "The acquisition of KNX gives Essex shareholders significantly greater
exposure to any discoveries made on these three large Australian
gold and gold-silver exploration properties. The 2021 field season
is now commencing, with drill programs being planned for all three
properties over the next eight months"
Acquisition Terms
The Purchase is made pursuant to the KNX Joint Venture announced
on May 1, 2020. Essex earned an initial 50% interest in KNX's
share of the three properties by spending AUD $1,000,000 on exploration, which was announced on
January 28, 2021. Essex then had the right to acquire the
balance of KNX's interest in the properties at independent
valuation or earn an additional 25 per cent interest in Mt
Turner and 20 per cent interest in Cumberland and Compass Creek by financing a
further AUD $3,000,000 on
exploration.
The Purchase Shares will be subject to a statutory four month
hold period and an additional voluntary escrow until October 24, 2021. The Purchase is subject to
the approval of the TSX Venture Exchange.
The Purchase Shares will be issued cum entitlement to the
proposed capital return by Essex
of new shares in Optegra Capital Corp ("Optegra Entitlement
Shares"). Optegra Capital Corp ("Optegra") is a stream
finance spin-out from Essex.
Optegra plans to raise up to $50-million to finance the initial streams, after
which it will file a non-offering prospectus with the British
Columbia Securities Commission and seek a new listing as a Tier 1
investment company on the TSX Venture Exchange as described in the
Essex news release dated
April 12, 2021.
If for any reason Optegra Capital Corp is not listed on the TSX
Venture exchange or an equivalent or more senior recognized stock
exchange by August 25, 2021 the
Purchase Shares and the Optegra Entitlement Shares will be
cancelled. In this event, Essex
will submit a revised offer to KNX based on the market conditions
prevailing at the time and the Parties will work in good faith to
reach mutually satisfactory revised purchase terms.
If such revised purchase terms are not agreed by October 24, 2021, then it will be deemed that all
offers by Essex to purchase KNX
have been rejected and the provisions of the existing Heads of
Agreement between the Parties shall apply.
Closing of the Acquisition into escrow subject to the listing of
Optegra is scheduled to take place no later than May 31, 2021.
About KNX
KNX is arm's length private Australian exploration company with
25 shareholders.
The Mt Turner Project, 15km northwest of the Georgetown, comprises a 48 sq km exploration
permit granted to KNX Resources in 2019. A first phase drilling
program is planned to test the width and plunge of gold and silver
bearing shoots identified in the Drummer Fault target. In addition
to drilling on the Drummer Fault, a detailed soil sampling program
is planned on the Mt Turner porphyry copper-molybdenum target with
a view to defining drill targets.
The Cumberland property
comprises four granted exploration permits covering 250 sq km, 70
km northwest of the former 5 million-ounce Kidston gold mine. Hole
1 encountered 18.8 g/t gold and 160.6 g/t silver over 6.4m from 139.5m
down hole (as announced in the Company's news release dated
September 2, 2020), and 9 additional
stratigraphic and follow-up drill holes over 6 km of structure
encountered epithermal gold and silver grades of varying tenor
within wide zones of hydrothermal alteration with late-stage
carbonate (epithermal) overprint. The Cumberland work program will also include
additional surface sampling on the numerous untested prospects on
the property which are yet to be drill tested.
The Compass Creek property comprises two granted exploration
permits covering 48 sq km in the Pine Creek goldfield, 28 km north
of Kirkland Lake's 2.5Mtpa Union
Reefs mill in the Northern Territory.
The property contains three drill ready targets within a major
anticlinal structure displaying favourable stratigraphy cut by NNW
faulting related to the Pine Creek Shear Zone – a major regional
structure which has historically produced more than 5 million
ounces of gold.
About Essex
Essex Minerals is an exploration and development company focused
on mineral exploration and development opportunities where it can
adopt an option earn-in and joint venture model without the
issuance of vendor shares. By identifying geological
teams that have already expended the time and capital to assemble
top quality, advanced projects, with a particular emphasis on gold
projects in Tier 1 jurisdictions. Management's time is shared
across several different projects, as the geological teams already
in place manage the approved exploration and development
programmes. This strategy has the potential to accelerate the
growth in shareholder value for Essex by earning an interest in a range of
projects of merit in a much shorter time frame than otherwise would
be possible.
Qualified Person
All of the scientific and technical information contained in
this news release has been reviewed and/or prepared by Mr
Lee K. Spencer, BSc (Hons), MSc,
MAusIMM, a "Qualified Person" within the meaning of National
Instrument 43-101 - Standards of Disclosure for Minerals
Projects.
Paul Loudon
President & CEO
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.
This news release contains "forward-looking statements" and
"forward looking information" (as defined under applicable
securities laws), based on management's best estimates, assumptions
and current expectations. Such statements include but are not
limited to, statements with respect to the plans for future
exploration and development of the Company's projects and the
acquisition of additional projects and statements with respect to
the proposed spin-out of Optegra Capital Corp. Generally,
these forward-looking statements can be identified by the use of
forward-looking terminology such as "expects", "expected",
"budgeted", "forecasts" , "anticipates" "plans", "anticipates",
"believes", "intends", "estimates", "projects", "aims",
"potential", "goal", "objective", "prospective", and similar
expressions, or that events or conditions "will", "would", "may",
"can", "could" or "should" occur. These statements should not
be read as guarantees of future performance or results. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from those expressed or implied by such
statements, including but not limited to: risks related to the
Company's projects; risks related to the proposed spin-out of
Optegra, risks related to international operations; risks related
to general economic conditions, actual results of current
exploration activities, unanticipated reclamation expenses; changes
in project parameters as plans continue to be refined; fluctuations
in prices of metals; fluctuations in foreign currency exchange
rates, increases in market prices of mining consumables, possible
variations in resource estimates, grade or recovery rates; failure
of plant, equipment or processes to operate as anticipated;
accidents, labour disputes, title disputes, claims and limitations
on insurance coverage and other risks of the mining industry;
delays in the completion of exploration, development or
construction activities, changes in national and local government
regulation of mining operations, tax rules and regulations, and
political and economic developments in countries in which the
Company operates. Although the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking statements,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. The forward-looking statements and forward looking
information are made as of the date hereof and are qualified in
their entirety by this cautionary statement. The Company
disclaims any obligation to revise or update any such factors or to
publicly announce the result of any revisions to any
forward-looking statements or forward looking information contained
herein to reflect future results, events or developments, except as
require by law. Accordingly, readers should not place undue
reliance on forward-looking statements and information. Please
refer to the Company's most recent filings under its profile at
www.sedar.com for further information respecting the risks
affecting the Company and its business.
SOURCE Essex Minerals Inc