VANCOUVER, BC, July 11,
2022 /CNW/ - Finlay Minerals Ltd. (TSXV: FYL)
(OTCQB: FYMNF) ("Finlay" or the "Company") is
pleased to announce that it has entered into an agreement (the
"Purchase Agreement") for the purchase of the ATG Property
from Electrum Resource Corporation ("Electrum"), which will
enlarge Finlay's ATTY Property. The ATTY Property, which was
purchased from Electrum in 1999, and the ATG Property are located
in the Toodoggone Mining District of British Columbia and are neighboured, to the
south by Centerra Gold Inc.'s Kemess Underground and East copper
(Cu) – gold (Au) porphyry deposits, and to the north by Amarc
Resources – Freeport McMoRan's Joy property.
Pursuant to the Purchase Agreement, Finlay will acquire the ATG
Property, which comprises three mineral tenures totaling
approximately 1,105 hectares, for consideration consisting of
1,750,000 fully paid common shares of Finlay with a deemed value of
$0.08 per share, for a deemed total
value of $140,000 (the
"Transaction").
The ATTY Property is currently subject to a 3% net smelter
return royalty held by Electrum (the "NSR Royalty"), with
Finlay retaining the right to buy back one-half of the NSR Royalty
(1.5%) for an aggregate payment to Electrum in the amount of
$1,000,000 (the "Buy-Back
Right"). Upon completion of the Transaction, the NSR Royalty
will apply over the Combined Property (as defined below) and,
pursuant to the terms of the Purchase Agreement, the Buy-Back Right
will be amended such that Finlay will retain the right to buy back
one-half of the NSR Royalty (1.5%) for an aggregate payment to
Electrum in the amount of $1,500,000.
The ATG Property is strategically positioned south of Amarc's
Joy Property and contiguous to the ATTY Property. In 2021, an
exploration program consisting of soil sampling and alteration
mapping outlined a 600m x
1,000m Cu and Au geochemical
anomaly around the Wrich showing. The Wrich geochemical anomaly is
connected with the Cu and Au geochemical anomaly on the SW Takla
target on the Joy and the two combined geochemical anomalies cover
an area of 2,700m x 1,500m. The ATG Property adds a porphyry target
at Wrich and joins several compelling targets at ATTY including the
drill-ready KEM target which represents potential Kemess East-style
porphyry mineralization, and the drill-ready Attycelley epithermal
Au, Cu, silver, lead, and zinc target.
The purchase of the ATG Property (which is northwest of and
contiguous with the ATTY Property) pursuant to the Transaction will
enlarge Finlay's ATTY Property to 15 mineral tenures totaling
approximately 4,498 hectares (collectively, the "Combined
Property") (Click HERE to view the
Company's ATTY Property and the ATG Property).
The Transaction is subject to acceptance by the TSX Venture
Exchange (the "TSXV") pursuant to TSXV Policy 5.3. No
finders fees will be paid in connection with the Transaction and no
new insiders or control persons will be created.
Electrum and Baril Developments Ltd., each of which is a private
British Columbia company
controlled by John J. Barakso,
Ilona B. Lindsay and Dr.
John A. Barakso, and a personal
trust of which John J. Barakso is
the sole trustee and of which Ilona B.
Lindsay and Dr. John A.
Barakso are beneficiaries, are the registered holders, in
the aggregate, of more than 20% of the voting rights attached to
the Company's issued and outstanding common shares. In addition,
each of Ilona B. Lindsay and Dr.
John A. Barakso is a director and/or
officer of the Company. As a result, the Transaction constitutes a
"related party transaction" within the meaning of TSXV Policy 5.9
and Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI
61-101"). The Company is relying on the exemptions from the
formal valuation and minority shareholder approval requirements of
MI 61-101 provided by subsections 5.5(a) and 5.7(1)(a) of MI
61-101, on the basis that, at the time the Transaction was agreed
to, neither the fair market value of the ATG Property to be
acquired pursuant to, nor the fair market value of the
consideration for, the Transaction exceeded 25% of Finlay's market
capitalization as determined in accordance with MI 61-101
The Company will file a material change report in respect of the
Transaction, but it may be filed less than 21 days in advance of
the closing of the Transaction, as the Company wishes to close on
an expedited basis, subject to TSXV approval, for sound business
reasons and deems it reasonable in the circumstances to do so.
Qualified Person:
Wade Barnes, P. Geo. and Vice
President, Exploration for Finlay and a qualified
person as defined by National Instrument 43-101 – Standards of
Disclosure for Mineral Projects, has approved the technical
content of this news release.
About Finlay Minerals Ltd.
Finlay is a TSXV company focused on exploration for base and
precious metal deposits in northern British Columbia.
Finlay trades under the symbol "FYL" on the TSXV and under the
symbol "FYMNF" on the OTCQB. For further information and details,
please visit the Company's website at www.finlayminerals.com
On behalf of the Board of Directors,
Robert F. Brown, P. Eng.
President & CEO
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
Forward-Looking Information: This news
release includes certain "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of applicable Canadian
securities legislation. All statements in this news release that
address events or developments that we expect to occur in the
future are forward-looking statements, including, without
limitation, statements regarding the anticipated benefits and
completion of the Transaction. Forward-looking statements are
statements that are not historical facts and are generally,
although not always, identified by words such as "expect", "plan",
"anticipate", "project", "target", "potential", "schedule",
"forecast", "budget", "estimate", "intend" or "believe" and similar
expressions or their negative connotations, or that events or
conditions "will", "would", "may", "could", "should" or "might"
occur. All such forward-looking statements are based on the
opinions and estimates of management as of the date such statements
are made. Although Finlay believes the expectations expressed in
such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance and actual results or developments may differ
materially from those forward-looking statements. Factors that
could cause actual results to differ materially from those in
forward-looking statements include risks that the Company will not
receive the necessary regulatory or stock exchange approvals in
connection with the Transaction, market prices, exploration
results, availability of capital and financing, general economic,
market or business conditions, and the other risk factors described
in Finlay's filings with Canadian securities regulators on SEDAR at
www.sedar.com. These forward-looking statements are based on a
number of assumptions including, among other things, assumptions
regarding general business and economic conditions, the timing and
receipt of regulatory and governmental approvals (including stock
exchange approvals), the ability of Finlay and other parties to
satisfy stock exchange and other regulatory requirements in a
timely manner, the availability of financing for Finlay's proposed
transactions and programs on reasonable terms, and the ability of
third party service providers to deliver services in a timely
manner. Investors are cautioned that any such statements are not
guarantees of future performance and actual results or developments
may differ materially from those projected in the forward-looking
statements. Finlay does not assume any obligation to update or
revise its forward-looking statements, whether as a result of new
information, future or otherwise, except as required by applicable
law.
SOURCE Finlay Minerals Ltd.
