Orcus Resources Ltd. and Western Metallica Corp. Announce Acquisition of the Penedela Property
Vancouver, British Columbia, March 17, 2022 – Orcus Resources Ltd. (“Orcus”) (TSXV: ORCS.P) and Western Metallica Corp. (“Western Metallica”) are pleased to announce the signing of a share purchase agreement (the “SPA”) dated February 17, 2022, pursuant to which a wholly owned subsidiary of Western Metallica, Western Metallica S.L. (“Western Metallica Spain”), acquired (the “Acquisition”) all of the issued and outstanding shares in the capital of Asminarq S.L. (“Asminarq”), a Spanish company whose sole asset is its 100% interest in the research rights and exploration permits to the Penedela property with the record number 30,819 located in the Spanish Principality of Asturias (the “Penedela Project”). Prior to the SPA, Western Metallica Spain had an interest in the Penedela Project pursuant to an option agreement dated August 19, 2019, as amended on August 17, 2021 (the “Option Agreement”) between Western Metallica Spain and Asminarq pursuant to which Western Metallica Spain had the option to acquire a 100% interest in the Penedela Project. Western Metallica completed the Acquisition in order to secure the Penedela Project, simplify its ownership structure in the Penedela Property and avoid strict timelines for exploration expenditures required under the Option Agreement.
In consideration for the shares of Asminarq, Western Metallica Spain shall pay the shareholders of Asminarq an aggregate of €92,000, and, concurrent with the completion of its previously announced qualifying transaction with Orcus (the “Proposed Transaction”), Western Metallica shall issue to the shareholders of Asminarq an aggregate of 2,000,000 (post-Proposed Transaction) shares of Western Metallica. In addition to the foregoing, in the event that Western Metallica Spain discovers a NI 43- 101 compliant deposit of 1,000,000 ounces of gold, Western Metallica Spain shall pay €500,000 (on a pro-rata basis) to the former shareholders of Asminarq. In the event that a gold deposit is discovered on the Penedela Project that exceeds 1,000,000 ounces, Western Metallica Spain shall pay €0.50 (on a pro-rata basis) per additional ounce of gold, up to a maximum of 2,000,000 ounces, to the former shareholders of Asminarq. Furthermore, pursuant to the SPA, Western Metallica Spain acquired an option to purchase 1% of the 2% net smelter return currently held by the founding shareholders of Asminarq for €400,000, which may be exercised at the discretion of Western Metallica Spain.
For further details in respect of the Proposed Transaction, please refer to Orcus and Western Metallica’s joint press releases dated November 3, 2021 and December 23, 2021.
The technical information in this news release has been prepared by Joaquin Merino, a director of Western Metallica, and a “qualified person” as defined in NI 43-101. Western Metallica has commissioned a NI 43-101 compliant technical report on the Penedela Project, which it expects will be finalized before the end of Q1 2022.
For further information:
Deepak Varshney Chief Executive Officer, Corporate Secretary and Director of Orcus 778-899-1780
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Greg Duras Chief Financial Officer and Director of Western Metallica 416-576-3136
Cautionary Note Regarding Forward-Looking Information
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Actual results might differ materially from results suggested in any forward-looking statements. Additional information identifying risks and uncertainties is contained in filings by Orcus with the Canadian securities regulators, which filings are available at www.sedar.com.
Although management of Western Metallica and Orcus believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Orcus and Western Metallica do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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