- Completes acquisition of option to acquire two high-grade
gold exploration assets, Coriorcco and Las Antas, in southern
Peru
- Appoints Paul Matysek as lead
advisor and Nick Rowley to the board
of directors
- Completes private placement of 15,243,891 Shares at
$0.41 per Share for gross proceeds of
$6,250,000
- Completes name change to Oro X Mining Corp. Expected to
start trading under new TSX-V symbol "OROX" at market open
October 13, 2020
VANCOUVER, BC, Oct. 8, 2020 /CNW/ - ORO X MINING CORP. (TSXV: WRP) (the
"Company") is pleased to announce that it has completed its
acquisition from Titan Minerals Ltd. ("Titan") of options to
acquire the Coriorcco and Las Antas gold projects (the
"Properties") located in Ayacucho, Peru (the "Transaction"). As part of
the Transaction, the Company also closed a concurrent private
placement of common shares ("Shares") for gross proceeds of
$6,250,000 (the "Private
Placement") and completed a name change from Western Pacific
Resources Corp. to Oro X Mining Corp., on the terms described in
the Company's previous news release dated August 24, 2020.
Option Acquisitions
Pursuant to the option acquisition agreement with Titan (the
"Option Acquisition Agreement"), the Company through its
Peruvian subsidiaries acquired Titan's options to acquire the
Properties for consideration as described in the Company's previous
news release dated August 24,
2020.
The two contiguous Properties are located in the Ayacucho Region
of Peru, approximately 80 km
northeast of the city of Nazca. Additional information on the
Company's flagship Coriorcco project is provided in a technical
report that is available under the Company's profile at
www.sedar.com.
The Company also announces that it has entered into an agreement
with the underlying owner of the Coriorcco project to amend the
terms of the option to acquire the Coriorcco project (the
"Amending Agreement"). The Amending Agreement will require
the Company to pay US$190,000 to the
concession holder following the registration of the Amending
Agreement and to make a conditional payment (in cash or Shares at
the concession holder's option) based on the size of the mineral
resource (in the measured and indicated category) defined on the
Coriorcco project in a technical report prepared in accordance with
National Instrument 43-101. The payment will equal:
- US$350,000 if a measured and
indicated resource of 500,000 to 999,999 ounces of gold is
established;
- US$450,000 if a measured and
indicated resource of 1,000,000 to 1,499,999 ounces of gold is
established; or
- US$850,000 if a measured and
indicated resource in excess of 1,500,000 ounces of gold is
established
In exchange, the parties have agreed to remove the requirement
for the Company to make the Upfront Advance Payment to the
concession holder, and the requirement for the Company to commence
small scale mining by April 2021 has
been extended to April 2022 with the
option to extend a further twelve months to April 2023 by incurring US$200,000 in exploration expenditures. The
transactions contemplated in the Amending Agreement are subject to,
among other things the approval of the TSX Venture Exchange (the
"Exchange").
Complete details of the Transaction are set out in the Company's
news release dated August 24, 2020
and in the option acquisition agreement, which are available under
the Company's profile at www.sedar.com. In connection with the
Transaction, the Company paid a finder's fee of 629,836 shares
to an arm's length third party.
Advisory Board and Board of Advisor Appointments
In connection with the Transaction, Mr. Paul Matysek has been appointed as lead advisor
and Mr. Nick Rowley has been
appointed as a director in place of Mr. Jeff Dare who resigned as a director of the
Company. The Company thanks Mr. Dare for his years of service and
wishes him the all the best in his future endeavours.
Mr. Matysek is a geologist/geochemist by training, a successful
alpha entrepreneur and consistent creator of shareholder value,
with over 40 years of experience in the mining industry. Since 2004
Mr. Matysek has sold five publicly listed exploration and
development companies, in aggregate worth over $2 billion. Currently, Mr. Matysek is the CEO of
Gold X Mining Corp., which is advancing the Toroparu Project in
Guyana.
Mr. Rowley is an experienced corporate executive with a strong
financial background with over 15 years' experience specialising in
corporate advisory, M&A transactions and equities markets. He
has advised on the equity financings of numerous ASX and TSX listed
companies predominantly in the mining and resources sector. Mr.
Rowley currently serves as Non-Executive Director of Titan Minerals
(ASX:TTM) and holds an executive role at Galaxy Resources Ltd
(ASX:GXY). He was also founder and Non-Executive Director of Cobalt
One Ltd (ASX:CO1) which was acquired by Canadian listed First
Cobalt Corporation (TSX:FCC) in 2017.
Private Placement
Concurrent with the closing of the Transaction, the Company
completed the Private Placement of 15,243,891 Shares at
$0.41 per Share for gross proceeds of
$6,250,000.
The Company paid finders fees of $152,188.07 to eligible finders in connection
with the Private Placement. The securities distributed pursuant the
Private Placement are subject to a hold period of four months and
one day from the date of issuance.
Name and Trading Symbol Change
Pursuant to the policies of the TSX Venture Exchange, the
Company's common shares were halted pending completion of the
Transaction. Trading is expected to resume on October 13, 2020 under the Company's new name
"Oro X Mining Corp." and new trading symbol "OROX", following the
issuance of the Exchange's final bulletin in respect to the
Transaction.
Market Maker Engagement
The Company also announces it has retained Generation IACP Inc.
("Generation") to provide market making services with the objective
of maintaining a reasonable market and improving the liquidity of
its Common Shares. Under the agreement between Generation and the
Company (the "Generation Agreement"), the Company has agreed
to initially pay Generation a fee of $7,500 plus applicable taxes, per month.
Generation will not receive any Common Shares or options as
compensation. Generation does not currently own any securities of
Oro X; however, Generation and its clients may acquire a direct
interest in the securities of the Company. Oro X and Generation are
unrelated and unaffiliated entities. Generation is a member of the
Investment Industry Regulatory Organization of Canada and a member firm of the Toronto Stock
Exchange and the TSX Venture Exchange. The initial term of the
Generation Agreement will last 6 months, and such term will be
automatically renewed for subsequent 6-month periods unless
terminated earlier by 30 days' prior written notice.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described in
this news release in the United
States. Such securities have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities
laws, and, accordingly, may not be offered or sold within
the United States, or to or for
the account or benefit of persons in the
United States or "U.S. Persons", as such term is defined in
Regulation S promulgated under the U.S. Securities Act, unless
registered under the U.S. Securities Act and applicable state
securities laws or pursuant to an exemption from such registration
requirements.
ON BEHALF OF THE BOARD
Luis Zapata
CEO & Director
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 release.
Cautionary Statement Regarding "Forward-Looking"
Information
Some of the statements contained in this news release are
forward-looking statements and information within the meaning of
applicable securities laws. Forward-looking statements and
information can be identified by the use of words such as
"expects", "intends", "is expected", "potential", "suggests" or
variations of such words or phrases, or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements in this news release include statement in respect of
amendments to the option to acquire the Coriorcco project and the
resumption of trading of the Shares on the Exchange.
Forward-looking statements and information are not historical facts
and are subject to a number of risks and uncertainties beyond the
Company's control. Actual results and developments are likely to
differ, and may differ materially, from those expressed or implied
by the forward-looking statements contained in this news release.
Accordingly, readers should not place undue reliance on
forward-looking statements. the Company undertakes no obligation to
update publicly or otherwise revise any forward-looking statements,
except as may be required by law.
SOURCE Oro X Mining Corp.