(TheNewswire)
Vancouver, BC - TheNewswire - July 24, 2023 - Guyana Goldstrike Inc. (the “ Company ” or “ Goldstrike ”) (TSXV:GYA) is pleased to announce that the Company has entered into abinding letter of intent (the “ LOI ”), dated July 19, 2023, to acquire (the “ Transaction ”) theJupiter Copper Project (the “ Jupiter Project ”, the “ Property ” or the“ Project ”) from Jupiter Electric Metals Inc. (the “ Vendor ”), anarms-length private company. Followingcompletion of the Transaction, the Company intends to change its nameto Copper X Mining Inc. and to focus its resources on development ofthe Project.
Project Highlights
-
Property size of 4,000 Hectares.
-
Targets 1 2 host robust Cu grades in proximity tohistoric workings and mine developments.
-
Target 1 has evidence of copper mineralization in acorridor of at least 3 x 2 kms.
-
Airborne MAG shows that mineralization is consistentwith low mag, signaling several untested areas.
-
The abundant microdioritic dykes are interpreted to befeeders of high-grade copper mineralization in both gabbro andandesites.
-
Numerous targets are interpreted to be present inproximity to contact zones of mafic intrusives and La Negra Fmvolcanics – favourable for hosting hydrothermal solutions rich incopper.
-
The main alteration associated with Cu mineralizationis albite – epidote – magnetite.
-
Mineralization is observed as disseminations and inquartz-albite-epidote veins in fractures as oxide Cu (atacamite –chrysocolla – malachite black oxides).
Project Description
The Jupiter project is accessible by paved road 90kmssouth of Antofagasta city, the major mining hub in northern Chile,with access to renewable power and adjacent to the ocean to secureaccess to sea water. The underexplored Jurassic Volcanic/IOCG Belt ishost to world class mine operations including Michilla,Antofagasta’s Antucoya, Mantos Copper’s Mantoverde and MantosBlanco, Teck’s Carmen de Andacollo, Lundin’s Candelaria, AngloAmerican’s El Soldado; and major projects including Marimaca CopperCorp’s Marimaca, Hot Chili’s Productora-Cortadera and Capstone’sSanto Domingo.
Figure 1 - Chile Coastal Belt
Figure 2 - Target 1 and Target2
Both Target 1 and Target 2 have high explorationpotential similar to that discovered at Marimaca (see Fig 3 crosssection A-A’ in Target 1). NW-SE trending major structures appear tobe conduits/feeders for high-grade copper mineralization formingmantos or stratabound horizons in receptive Andesitic volcanicsadjacent to gabbro-microdiorite intrusives.
ID | Sample | Cu (%) |
1 | 1765 | 0.114 |
2 | 1766 | 0.342 |
3 | 1767 | 0.163 |
4 | 1768 | 0.331 |
5 | 1769 | 2.124 |
6 | 1770 | 2.164 |
7 | 1771 | 0.216 |
8 | 1772 | 1.660 |
9 | 1773 | 0.622 |
10 | 1774 | 0.418 |
11 | 1775 | 0.540 |
Table 1 Jupiter Historical RockSamples (2021)
Figure 3 - Target Area 1 with CrossSection A-A’
Figure 4 - Interpretation of crosssection A-A’
Transaction Terms
Under the terms of the LOI, the Company will be grantedthe exclusive right to acquire the Project in consideration forcompletion of a series of cash payments, securities issuances andexploration expenditures, as follows:
-
Paying US$1 to the Vendor on signing of the LOI(Paid).
-
Making four payments of US$50,000 each to the Vendor onor before August 24, 2023, February 24, 2024, August 24, 2024, andFebruary 24, 2025.
-
Within 10 days of the TSX Venture Exchange (the Exchange ”) issuing its final acceptance bulletin in respect of theTransaction, the issuance of 13,000,000 common shares of the Company,as constituted following completion of a consolidation on aone-and-one-half (1.5) for one (1) basis (the “ Consolidation ”),and the issuance of 7,000,000 share purchase warrants giving theVendor the right to purchase up to 7,000,000 post-Consolidation commonshares of the Company at the price of CDN $0.25 for a period of 2years (the “ WarrantIssuance ”).
-
Complete a work program on the Project within 90 daysof executing the LOI of US$75,000, inclusive of any and all costsassociated with the completion of a Geological on theProject.
-
Completing 5,000 meters of drilling work on the Projecton or before February 24, 2025.
-
Paying US$1,000,000, on or before February 24, 2027, incash or post-Consolidation common shares or a combination thereof, atthe sole discretion of the Vendor, provided that any shares will beissuable at a deemed price equivalent to the ten-day volume weightedaverage price the common shares of the Company on the Exchange, andthe prevailing exchange rate posted by the Bank of Canada, on the dayof election, subject to a minimum effective price of C$0.05 pershare.
After the completion of the final payment and requiredexploration work the Project will be assigned to the Company subjectto a net smelter royalty of 2% with a buyback of 1% (or 50% of theroyalty) exercisable for a period of sixty months in consideration ofa one-time cash payment of US$1,000,000.
All securities issued to the Vendor in connection withthe Transaction will be subject to a restriction on resale for aperiod of four-months-and-one-day in accordance with applicablesecurities laws and the policies of the Exchange.
Concurrent Financing
The Company also announces that it will conduct anon-brokered private placement (the “ Concurrent Financing ”) of up to 12,000,000 units (each, a “ Unit ”) at a priceof C$0.15 per Unit for gross proceeds of up to C$1,800,000. EachUnit will consist of one (1) post-Consolidation common share (the“ Common Share ”) and one (1) share purchase warrant (the “ Warrant ”) entitlingthe holder to acquire an additional post-Consolidation Common Share ata price of $0.25 for a period of twenty-fourmonths following completion of the Concurrent Financing (the“ Closing Date ”). If, at any time following thedate that is four-months-and-one-day following the Closing Date, the Common Shares have a closing price on the Exchange of $0.50or greater per Common Share for a period of ten (10) consecutivetrading days, the Company shall have the right to accelerate theexpiry date of the Warrants that is at least 60 days following thedate of such notice to holders of Warrants.
The net proceeds of the Concurrent Financing will beutilized by the Company to maintain the Project and support furtherdevelopment, extinguish liabilities andpayables, as well as to address costs associatedwith completion of the Transaction and to provide the Company withsufficient working capital to sustain operations.
A portion of the Offering is expected to be completedpursuant to BC Instrument 45-536 – Exemption from Prospectus Requirement forCertain Distributions Through an Investment Dealer (the “ InvestmentDealer Exemption ”). Pursuant to theInvestment Dealer Exemption, each subscriber relying on the InvestmentDealer Exemption must obtain advice regarding the suitability of theinvestment from a registered investment dealer. As required by theInvestment Dealer Exemption, the Company confirms there is no materialfact or material change related to the Company that has not beengenerally disclosed. The Offering is not subject to a minimumamount, although the Company will be required to raise sufficientproceeds to meet the continued listing requirements of theExchange.
The Company has engaged EMD Financial Inc.(“ EMD ”), an arms-length financial advisory firm, to assist inintroducing investors to the Concurrent Financing. In consideration,the Company has agreed to pay a cash finders’ fee of seven percentof the gross proceeds raised, and to issue to EMD Warrants equivalentto seven percent of the number of Units issued to, investorsintroduced to the Company by EMD. The Company may also elect to mayfinders’ fees to other eligible parties in consideration forintroducing subscribers to the Concurrent Financing.
Completion of the Concurrent Financing is subject tocompletion of the Consolidation and the Transaction. All securitiesissued in connection with the Concurrent Financing will be subject torestrictions on resale for a period of four-months-and-one-day inaccordance with applicable securities laws and the policies of theExchange.
Closing of the Transaction
The Transaction constitutes a “fundamentalacquisition” for the Company, under the policies of the Exchange, onthe basis that the Company intends to devote the majority of itscapital to the Transaction and development of the Project. Followingcompletion of the Transaction, the Company anticipates it willcontinue to be listed on the Exchange as a Tier 2 Mining Issuer. Nochanges to the board of directors or management of the Company arecontemplated in connection with the Transaction
Closing of the Transaction remains subject to a numberof conditions, including completion of due diligence on the Project,negotiation of definitive documentation, completion of theConsolidation, completion of the Concurrent Financing, completion of ageological report in respect of the Project, theapproval of the Exchange and the satisfaction of other closingconditions customary in transactions of this nature.
The Transaction cannot close until the requiredapprovals are obtained, and the outstanding conditions satisfied.There can be no assurance that the Transaction will be completed asproposed or at all. No finders’ fees or commissions are payable inconnection with the Transaction. Trading in the common shares of theCompany will remain halted pending further filings with theExchange.
QualifiedPerson
Andris Kikauka (P.Geo) is a Qualified Person inaccordance with National Instrument43-101 – Standards of Disclosure for Mineral Projects , and has reviewed and approved the scientific and technicalcontent of this news release.
On behalf of the Board of Directors of
GUYANA GOLDSTRIKE INC.
Peter Berdusco
CEO
877-844-4661
The TSX Venture Exchange has in noway passed upon the merits of the proposed Transaction and has neitherapproved nor disapproved the contents of this press release. Neither the TSX Venture Exchangenor its Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
This news release may containcertain “Forward-Looking Statements” within the meaning of theUnited States Private Securities Litigation Reform Act of 1995 andapplicable Canadian securities laws. When used in this news release,the words “anticipate”, “believe”, “estimate”,“expect”, “target, “plan”, “forecast”, “may”,“schedule” and other similar words or expressions identifyforward-looking statements or information. These forward-lookingstatements or information may relate to the intended development ofthe Project, and other factors or information. Such statementsrepresent the Company’s current views with respect to future eventsand are necessarily based upon a number of assumptions and estimatesthat, while considered reasonable by the Company, are inherentlysubject to significant business, economic, competitive, political andsocial risks, contingencies and uncertainties. Many factors, bothknown and unknown, could cause results, performance, or achievementsto be materially different from the results, performance orachievements that are or may be expressed or implied by suchforward-looking statements. The Company does not intend, and doesnot assume any obligation, to update these forward-looking statementsor information to reflect changes in assumptions or changes incircumstances or any other events affections such statements and information other than asrequired by applicable laws, rules and regulations.
Copyright (c) 2023 TheNewswire - All rights reserved.