Fancamp Announces Joint Venture with Platinex Inc. to Develop Ontario Gold Assets
February 06 2023 - 11:10AM
Fancamp Exploration Ltd. (“
Fancamp” or the
“
Corporation”) (TSX Venture Exchange:
FNC) is pleased to announce that it has entered
into a joint venture arrangement with Platinex Inc.
("
Platinex") (
CSE: PTX) to
facilitate advancing the exploration and development of certain
gold mineral properties held by the parties located in Ontario (see
attached map). As part of the contemplated transaction (the
“
Transaction"), Platinex and the Corporation will:
-
transfer Fancamp’s Heenan Mallard and Dorothy properties and
Platinex’s Shining Tree property to South Timmins Mining Inc.
("Goldco"), a wholly owned subsidiary of Platinex.
Subsequent to the Transaction, Goldco will be held 25% by Fancamp
and 75% by Platinex. Fancamp will have an option to increase its
shareholding to 50% on the basis described below;
-
enter into a shareholders' agreement in relation to the governance
of Goldco’s operation; and
-
enter into a subscription agreement, whereby the Corporation will
purchase 9.5% of the issued and outstanding shares of
Platinex.
Completion of the Transaction is subject to
approval of the TSX Venture Exchange.
Rajesh Sharma, President and Chief Executive
Officer of Fancamp Exploration Ltd.
“Fancamp is pleased to join hands with Platinex
by combining their respective properties in the SW Abitibi
Greenstone Belt, Canada’s largest gold producing region. This
Transaction is a continuation of Fancamp’s strategic process of
creating value from its vast portfolio of mineral properties by
either optioning out, entering joint venture or monetizing its
assets. This joint venture provides an opportunity for scale and a
potential for building a future mine in a highly prospective gold
district. With Fancamp’s strong balance sheet, the Corporation can
continue to benefit from its financial flexibility to participate
in such an accretive transaction which utilizes the strengths and
synergy of the two companies.”
Transaction Summary
The Transaction includes the following material
components:
Property Transfers to Goldco
-
Platinex will transfer its district scale Shining Tree gold mineral
properties located in the Shining Tree District of Ontario,
consisting of 1,138 mining claims and one mining lease (the
"Shining Tree Properties") to Goldco in
consideration for shares representing 75% of the issued and
outstanding shares of Goldco. The Shining Tree Properties are
situated between the Cote Gold development project of IAMGOLD and
Sumitomo, and the Juby Project of Aris Mining, along the
prospective Rideout Deformation Zone.
-
Fancamp will transfer its Heenan Mallard gold property located in
the Swayze Greenstone Gold Belt adjacent to Côté Gold Deposit in
Northern Ontario, consisting of 296 mining claims (the
"Swayze Properties") and the Dorothy Gold project
adjacent to Dynasty Gold’s Thundercloud Project in Northern
Ontario, consisting of 70 mining claims (the "Dorothy
Property"), to Goldco in consideration for shares
representing 25% of the issued and outstanding shares of Goldco.
The Swayze Properties are situated east of the Cote Gold project,
along a splay of the Rideout Deformation Zone.
-
Fancamp will be granted a 1.0% net smelter return royalty (the
"NSR Royalty") in respect of the Swayze Properties
and the Dorothy Property, subject to a decrease to 0.5% NSR Royalty
should Fancamp elect to exercise the Option to acquire 50% of the
issued and outstanding shares of Goldco, in accordance with the
provisions of a royalty agreement to be entered into between the
parties.
Shareholders' Agreement
-
Platinex and Fancamp will enter into a shareholders' agreement with
respect to their respective interests in the share capital of
Goldco (the "Shareholders' Agreement").
-
Platinex will serve as the initial operator in respect of the
mining activities to be conducted by Goldco.
-
Fancamp shall contribute $130,000 to Goldco in respect of the right
and option to earn into the Shining Tree Gold Project in the
Abitibi region of Ontario (the "Fancamp Financing)
to be used to advance the Initial Exploration Program.
-
Platinex shall contribute a minimum of $940,000 to Goldco in
respect of Goldco’s operation.
-
Goldco will engage in an initial exploration program of
approximately $ 1.1 million (the "Initial Exploration
Program").
-
Within 60 days from completion of the Initial Exploration Program,
Platinex as Operator shall submit an exploration program (the
"Phase II Exploration Program") to be approved by
the Technical Committee and the Board of Directors of Goldco.
-
Fancamp will have the option (the "Option") to
increase its interest in the share capital of Goldco to hold 50% of
the issued and outstanding shares of Goldco, which may be exercised
over a two-year period commencing on the date of approval of a
Phase II Exploration Program, by making a cash payment to Goldco of
$1,500,000 to be used for and to continue the exploration
activities of Goldco. Upon reaching a shareholding of 50% in
Goldco, Fancamp will assume the role of the Operator of
Goldco.
Investment in Platinex
-
Platinex and Fancamp will enter into a subscription agreement
whereby Fancamp will purchase a certain number of shares
representing approximately 9.5% of the issued and outstanding
shares of Platinex on a non-diluted basis (the "Platinex
Financing").
-
Each Unit shall consist of one common share of Platinex and
one-half of a common share purchase warrant (each whole warrant, a
"Warrant"), entitling Fancamp to acquire one
additional common share of Platinex at an exercise price
of $0.055 for a period of 60 months from issuance.
-
Fancamp shall have the right to nominate one director to the Board
of Directors of Platinex, subject to Fancamp continuing to hold not
less than 7.5% of the issued and outstanding shares of Platinex, on
a non-diluted basis.
-
Fancamp will be granted anti-dilution rights to participate in
future Platinex equity financings to purchase up to its
proportionate share of such shares for terms as favorable to
Fancamp as the price and terms provided to other subscribers in
such financings.
-
Fancamp will be restricted from acquiring more than 9.5% of the
outstanding shares of Platinex on an undiluted basis (not including
the exercise of Warrants).
Fancamp and Platinex are Non-Arm's Length
Parties (as defined in Policy 1.1 of the TSX Venture Exchange) of
one another by virtue of Greg Ferron being an independent director
of Fancamp and the Chief Executive Officer and a director of
Platinex.
Figure 1: Platinex – Fancamp Joint Venture
Property Locations is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/a9339770-0c71-41a9-af8d-81f1c6c508c9
About Fancamp Exploration Ltd. (TSX-V:
FNC)
Fancamp is a growing Canadian mineral
exploration corporation dedicated to its value-added strategy of
progressing priority mineral properties through exploration and
innovative development. The Corporation is focused on an advanced
asset play poised for growth and selective monetization with a
portfolio of mineral claims encompassing over 158,000 hectares
across Ontario, Quebec and New Brunswick, Canada; including copper,
gold, zinc, titanium, chromium, strategic rare-earth metals and
others. The Corporation continues to identify near term cash-flow
generating opportunities and in parallel aims to advance its
investments in strategic mineral properties. Fancamp has
investments in an existing iron ore operation in the
Quebec-Labrador Trough, a rare earth elements company, NeoTerrex
Corporation, in addition to an investment in a zinc mine planned to
be restarted in Nova Scotia. The Corporation has future
monetization opportunities from its Koper Lake transaction in the
highly sought-after Ring of Fire in Northern Ontario. Fancamp is
developing an energy reduction and titanium waste recycling
technology with its advanced titanium extraction strategy. The
Corporation is managed by a focused leadership team with decades of
mining, exploration and complementary technology experience.
Further information of the Corporation can be
found at: www.fancamp.ca
Forward-looking Statements
This news release contains certain
“forward-looking statements” or “forward-looking information”
(collectively referred to herein as “forward-looking statements”)
within the meaning of applicable securities legislation. Such
forward-looking statements include, without limitation, the closing
of the Transaction, the receipt of regulatory approval, completion
of the Platinex Financings, forecasts, estimates, expectations and
objectives for future operations that are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
control of the Corporation. Forward-looking statements are
statements of fact that are not historical facts or are events or
conditions that may occur or be achieved.
Although Fancamp believes that the material
factors, expectations and assumptions informing such
forward-looking statements are reasonable based on information
available to it on the date such statements were made, no
assurances can be given as to future results of such
statements.
Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
actual events to differ materially from those anticipated in such
forward-looking statements.
Readers are cautioned that the foregoing list of
factors is not exhaustive. Statements including forward-looking
statements are made as of the date they are given and, except as
required by applicable securities laws, Fancamp disclaims any
intention or obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. The forward-looking statements
contained in this news release are expressly qualified by this
cautionary statement.
For Further Information
Rajesh Sharma, President
& Chief Executive Officer+1 (604) 434
8829info@fancamp.ca |
|
Debra Chapman, Chief
Financial Officer+1 (604) 434
8829info@fancamp.ca |
|
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Tara Asfour, Director of Investor
Relations+1 (604) 434 8829tasfour@fancamp.ca |
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Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this news release.
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