Altair Resources Announces an Option to Acquire Three Advanced Gold and Silver Exploration Projects in the Tonopah District, Nevada
Vancouver, British Columbia –November 22, 2023. ALTAIR RESOURCES INC. (“ALTAIR” or the Company”) (TSX-V: AVX; Germany FRA: 90A; ISIN: CA02137W2004; WKN: WKN A2ALMP), George
| S. Young, Chairman and CEO of Altair Resources Inc. is pleased to announce | Altair has entered into an Option |
| and Acquisition Agreement dated November 22, 2023 (the “Agreement”) with arm’s length parties, Electric | |
| Metals (USA) Ltd. (“EMPL ParentCo”), its wholly owned subsidiaries Electric Metals (USA) PTY Limited | |
| (“EMPL”) (EMPL ParentCo and EMPL collectively referred to as the “Vendor”), North American Silver | |
| Corporation (“NAS”) and Centennial Mining Inc. (“Centennial”) in connection with the option to acquire up to | |
| 100% of the issued and outstanding shares of NAS by the Company. NAS owns Centennial which holds mineral | |
| rights and rights to acquire mineral rights in the State of Nevada in the United States of America (the “Properties”). |
The Agreement, which is subject to the approval of the TSX Venture Exchange (the “Exchange”) and is considered an arms’ length transaction in accordance with applicable securities legislation, provides Altair with an option to acquire the right to earn into the 9,429-acre Corcoran Canyon gold-silver project (“Corcoran”) along with the Belmont gold-silver project (“Belmont”) and the Belmont North gold-silver project (“Belmont North”) (collectively “Corcoran” or the “Corcoran Project”) in the Tonopah District in Nye County, Nevada from EMPL.
Corcoran hosts an exploration project covering a hill known as Silver Reef, an outcropping area of silver-gold mineralized alteration on the Toquima Calder margin, which also hosts another four or more mineralized prospects within the Corcoran Project which have had negligible historical exploration work completed.
Belmont and Belmont South cover the areas of prolific historic silver districts in Nevada which were mined primarily from surface workings. Both Belmont and Belmont South remain untested by drilling along trend and at depth.
The Company believes there is potential in the area with numerous untested geophysical anomalies and unknown down-dip extensions to the old mines.
Terms of the Transaction Following the completion of the first year’s payments and required expenditures under the earn-in schedule more particularly described below, at any time thereafter the Company has the option to purchase the 100% interest in the Properties for $6,000,000 (plus, if not paid already under the terms of the Agreement, US$96,343 with respect to the replacement of certain bond instruments).
Under the Agreement, in order to acquire a 70% of the issued and outstanding shares of NAS, Altair must:
1. make the cash payments and issue shares as follows:
a. On or before the date which is 30 days following the effective date of the Agreement (the “Effective Date"), pay either EMPL or NAS, as directed by EMPL, $435,052 in cash;
b. On or before the first anniversary of the Effective Date, pay either EMPL or NAS, as directed by EMPL, $472,500 in cash and issue such number of shares of Altair as is equal in value to $500,000;
Altair Resources Inc.
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c. On or before the second anniversary of the Effective Date, pay either EMPL or NAS, as directed by EMPL, US$96,343 in cash, which shall be used with respect to the replacement of certain bond instruments, and issue such number of shares as is equal in value to $1,500,000;
d. On or before the third anniversary of the Effective Date, issue to either EMPL or NAS, as directed by EMPL, such number of shares as is equal in value to $2,000,000;
and
2. make the following expenditures in connection with the Option (the “Expenditures”):
a. On or before the first anniversary of the Effective Date, Altair shall have incurred Expenditures equal or greater than $622,448 for such period;
b. On or before the second anniversary of the Effective Date, Altair shall have incurred additional Expenditures equal or greater than $2,400,000 for such period;
c. On or before the third anniversary of the Effective Date, Altair shall have incurred additional Expenditures equal or greater than $2,750,000 for such period.
Upon earning 70%, of the issued and outstanding shares of NAS, in order to earn the remaining 30% of the issued and outstanding shares of NAS, Altair must, on or before the fourth anniversary of the Effective Date:
1. issue either EMPL or NAS, as directed by EMPL, such number of shares as is equal in value to $2,500,000; and
2. incur additional Expenditures equal or greater than $3,000,000 for such period.
The issue price of any Altair shares to be issued as provided for above in consideration of Altair earning the up to 100% interest in NAS will be calculated at the market value of the Altair shares based on the lesser of (i) the tenday volume weighted average trading price of the Altair shares on the Exchange on the fifth day immediately prior to date of issuance of such Altair shares; and (ii) the price per Altair share in the most recent financing of Altair prior to the relevant issues date, provided that in each case such price shall not be less than the maximum discounted price permitted by the policies of the Exchange; and provided further that in no case shall the price at which any of the Altair shares is issued be less than $0.10 on a post-consolidated basis.
In addition, if the issuance of any of the Altair shares would “materially affect control” (as defined in the rules and policies of the Exchange) of Altair, and/or result in EMPL becoming a “control person” of Altair (as defined in the rules and policies of the Exchange), such Altair shares in excess of the relevant threshold will be satisfied by a cash payment for the required value of the Altair shares above the applicable threshold amount.
In the event that Altair earns a 70% interest in NAS but decides to withdraw from the Option to acquire a 100% interest in NAS, Altair and EMPL shall negotiate in good faith and enter into a joint venture shareholders’ agreement (the “Joint Venture Agreement”) which will set forth the agreement of the Parties regarding the formation and principal terms and conditions of the Joint Venture which shall become effective immediately.
Pursuant to the terms of the Agreement, in connection with the issuance of the shares to EMPL or NAS, as directed
| by EMPL, Altair and | EMPL ParentCo will enter into an investor rights agreement (the “Investor Rights | ||
| Agreement”). Under the Investor Rights Agreement, until the second anniversary of the effective date of Investor | |||
| Rights Agreement, EMPL ParentCo will have the right to nominate | ParentCo | ||
| Nominee”) | EMPL | ||
| ParentCo |
Altair, so long as EMPL ParentCo holds at least 5%, of the issued and outstanding shares of Altair. During such time in which EMPL ParentCo has a nomination right, the number of Altair directors shall not exceed 4. In
| EMPL ParentCo will have | ||
| EMPL ParentCo | to acquir |
the future to maintain its ownership position, and require that Altair form a technical committee to include one EMPL ParentCo Nominee appointed to such committee and act as chair of such committee, with the Altair Board fairly and fully consider recommendations made by such committee.
In connection with the closing of the proposed the transaction, subject to Exchange approval, Altair will undertake the following transactions, further details of which will be announced by subsequent news release:
- convert all debt owed to Altair directors and officers into common shares in the capital of Altair, in accordance with the policies of the Exchange and all applicable legislation, including the a "related party transaction" requirements under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101") (the “Debt Settlement”);
- upon completion of the Debt Settlement, consolidate the then outstanding share capital (the “Consolidation”) on the basis of 1 new common share for each 10 then existing common shares; and
- complete, concurrently, with the closing of the transactions contemplated by the Agreement, a nonbrokered financing in the context of the market, for gross proceeds to provide funds sufficient to close the transaction and to fund the first year’s property payment, expenditure obligations, work commitments and working capital.
George S. Young said “We are delighted with the opportunity to have an option to acquire the Corcoran Canyon Silver-Gold project due to its proximity to other major producing deposits. This option represents tremendous value to the Altair shareholder’s and ties in nicely with our Simon Silver project. Combined, these two silvergold projects bring tremendous potential to add notable value for our shareholders and I look forward to progressing forward with the due diligence and delineation of these attractive projects.”
The stock will remain halted pending Exchange review of the transactions announced herein.
About Altair Resources Inc.
Altair Resources’ (TSX.V: AVX) primary focus is targeting the explorations acquisition and development of gold and silver projects in Nevada, including the Simon Project .
For further information:
George S. Young
Chairman, CEO, Altair Resources Inc.
Tel: 604-685-9316 E-mail: [email protected], www.altairresources.com
Neither 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.
Forward-Looking Statements:
This press release contains forward-looking information and statements with respect to the Company (“forwardlooking statements”), including with respect to the option to acquire the Corcoran Project and the receipt of applicable regulatory approvals. By their nature, forward-looking statements are subject to a variety of factors that could cause actual results to differ materially from the results suggested by the forward-looking statements. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management’s assumptions may not be correct and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements.
Generally forward-looking statements can be identified using terminology such as “anticipate”, “will”, “expect”, “may”, “continue”, “could”, “estimate”, “forecast”, “plan”, “potential” and similar expressions. Forward-looking statements contained in this press release may include, but are not limited to, the completion of the private placement and the Company receiving regulatory approval to the partial revocation order. These forward-looking statements are based on several assumptions which may prove to be incorrect including, but not limited to, the Company receiving regulatory approval to the private placement and the partial revocation order application.
The forward-looking statements contained in this press release are made as of the date hereof or the dates specifically referenced in this press release, where applicable. Except as required by law, the Company does not undertake any obligation to update publicly or to revise any forward-looking statements that are contained or incorporated in this press release. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.