VANCOUVER, BC, Nov. 17, 2021 /CNW/ - Glacier Lake
Resources Inc. (TSXV: GLI) (the "Company")
is pleased to announce that it has entered into a definitive
share purchase agreement, dated November 15,
2021, with African Thunder Platinum Limited and Fanosi
Holdings (Pty) Ltd. (collectively, the "Vendors"), pursuant
to which the Company proposes to acquire (the "Transaction")
a controlling interest in Stella Platinum (Pty) Ltd. and Greenstone
Platinum (Pty) Ltd. (collectively, the "Owners"). The
Owners control the prospecting rights for the Kalahari Platinum
Project ("KalPlats") located in the Magisterial District of
Vryburg in North West South
Africa. The Company is at arms'-length from each of
the Vendors and the Owners.
KalPlats is a palladium-rich project located approximately 350
kilometres west of Johannesburg in
the North West Province of South Africa. The most recent
mineral resource estimate on Platinum, Palladium and Gold
mineralisation, including a 3E (Platinum, Palladium, Gold) grade
was published by Coffey Mining Consultants Limited in 2014 (Lomberg
et al., 2014), as part of an Independent Technical Report for
African Thunder Platinum Limited. The historical mineral
estimate across the known deposits contained Measured and Indicated
resources totaling 69.91 Mt grading at 1.48g/t 3E and Inferred
Mineral resources of 56.68 Mt grading 1.62 g/t 3E.
The Company is not treating this historical estimate as current
and has not completed sufficient work to classify this historical
estimate as a current mineral resource. While the Company is not
treating the historical estimate as current, it does believe the
work conducted by Coffey Mining Consultants Limited is reliable and
may be of assistance to readers.
Terms of the Transaction
To acquire the Owners and their interest in KalPlats, the
Company must:
- Complete a cash payment equivalent to fifty percent of the
proceeds realized by the Company from the sale of debt or equity
securities to a maximum of Cdn$15,000,000.
- Issue to the Vendors such number of units of the Company (each,
a "Consideration Unit") as is equivalent to nineteen and
nine-tenths of the issued and outstanding common share capital of
the Company at the time of closing of the Transaction, with each
Consideration Unit consisting of one common share of the Company
and one common share purchase warrants (each, a "Consideration
Warrant") exercisable at a price $0.26 per share for a period of thirty-six
months.
- Assume certain shareholder loans owing by the Owners to the
Vendors.
The Vendors have agreed that they will not be permitted to
exercise the Consideration Warrants to the extent that such
exercise would result in them having ownership or control over more
than nineteen and nine-tenths of the issued and outstanding common
share capital of the Company at any given time.
Completion of the Transaction is subject to a number of
conditions, which include:
- The Company completing a financing of at least Cdn$15,000,000 (the "Concurrent
Financing");
- The parties having confirmed the successful completion of their
due diligence review of the Transaction and KalPlats;
- The Company having received a satisfactory opinion of legal
counsel regarding title to KalPlats, as well as a geological report
in respect of KalPlats in the form prescribed by National
Instrument 43-101; and
- Receipt of any required regulatory approvals, including the
approval of the TSX Venture Exchange (the "Exchange") and
consent of the South African Minister of Mineral Resources and
Energy.
The Transaction cannot be completed until these conditions have
been satisfied, and there can be no assurance that the Transaction
will be completed in a timely fashion, or at all. The Company
has not yet determined the final terms for the Concurrent Financing
and will issue a further news release with information regarding
the Concurrent Financing as soon as it becomes available.
The Transaction constitutes a "fundamental acquisition" for the
Company, under the policies of the Exchange, on the basis that the
Company intends to devote the majority of its resources to the
development of KalPlats following completion of the
Transaction. As a result, trading in the Company's common
shares has been halted, at the request of the Company, pending
completion of filings with the Exchange in connection with the
Transaction. It is anticipated that trading will remain
halted until the Transaction has been completed.
All securities of the Company to be issued to the Vendors in
connection with the Transaction, will be subject to a
four-month-and-one-day statutory hold period in accordance with
applicable securities laws.
Dr. Nathan Chutas, Ph.D., CPG, is
the Chief Executive Officer of the Company and is a qualified
person for the purposes of National Instrument 43-101. Dr.
Chutas has reviewed and approved the technical content in this news
release.
Warrant Extension
The Company also announces that it intends to extend the expiry
date of an aggregate of 16,000,000 previously issued common share
purchase warrants (the "Warrants") for an additional year
(the "Amendment"). Under the terms of the Amendment,
the expiry date of the Warrants will be extended to January 13, 2025 and will continue to be
exercisable at a price of $0.25. The Amendment remains subject to the
approval of the Exchange.
Completion of the Transaction is subject to a number of
conditions, including Exchange acceptance. The Transaction
cannot close until the required approvals are obtained, and the
outstanding conditions are satisfied. There can be no
assurance that the Transaction will be completed as proposed or at
all.
Investors are cautioned that any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the
securities of the Company should be considered highly
speculative.
The Exchange has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the
contents of this press release. Neither the Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking Information
Information set forth in this document may include
forward-looking statements. While these statements reflect
management's current plans, projections and intents, by their
nature, forward-looking statements are subject to numerous risks
and uncertainties, some of which are beyond the control of the
Company. Readers are cautioned that the assumptions used in
the preparation of such information, although considered reasonable
at the time of preparation, may prove to be imprecise and, as such,
undue reliance should not be placed on these forward-looking
statements. There is no assurance the transactions noted above will
be completed on the terms as contemplated, or at all. The
Company's actual results, programs, activities and financial
position could differ materially from those expressed in or implied
by these forward-looking statements.
SOURCE Glacier Lake Resources Inc.
