(TheNewswire)
Calgary, Alberta – TheNewswire - December 5, 2023 - Guardian ExplorationInc. (TSXV:GX) (OTC:GXUSF) (Frankfurt:R6B) (“ Guardian ”) announces that it has enteredinto a non-binding letter of intent to acquire all of the shares ofSite Exploration Mining Company (“ SEMC ”) a SaudiArabian mining company, from its shareholders (collectively, the“ Vendors ”).
SEMC holds mineral exploration licenses for fiveprospects covering 328 square kilometres and rights to an additional30 mineral prospects covering an additional 2,909 square kilometres invarious stages of licence application and approval (collectively, the“ Prospects ”). These license areas are predominantly prospective forgold, base and battery metals.
“We have been reviewing prospects around the worldfor years and have finally located what we believe to be excellentprospects in a jurisdiction that encourages mining development,”said Graydon Kowal, President and CEO of Guardian. “We look forwardto the successful completion of due diligence, to closing thetransaction early in 2024 and to initiating our work program in SaudiaArabia.”
SEMC and the Vendors are at arm’s length to Guardian.Upon closing, it is intended that the SEMC team, including its twofounders, would enter into technical services and support agreementspursuant to which they would continue to work with SEMC on theprojects in Saudi Arabia.
In exchange for the shares of SEMC, Guardian proposesto pay to the Vendors an aggregate of $300,000 in cash and 15,000,000Common Shares in the share capital of Guardian (“ Guardian Shares ”). Additionally, Guardian will pay to the Vendors 500,000 GuardianShares and $50,000 for each additional license granted to SEMC for theProspects over the next five years following closing (the“ ContingentConsideration ”) for a maximum ContingentConsideration of up to 15,000,000 Guardian Shares (“ Contingent Share Consideration ”) and $1,500,000 (“ Contingent Cash Consideration ”).
The LOI gives Guardian the option, subject to theapproval of the TSX Venture Exchange (the “ TSXV ”), to pay upto 70% of the Contingent Cash Consideration using Guardian Shares at adeemed share value based on the volume weighted average trading price of the Guardian Shares on the TSXV (VWAP) for 30days prior to issue.
Guardian would have its choice as to which Prospects itchooses to present for licensing approval, provided it will only beable to reject up to four Prospects (“ Declined Prospects ”). The Vendors would be granted an option to purchaseDeclined Prospectus at a price of $1.00 for each DeclinedProspect.
The LOI provides that Guardian will provide funding toSEMC sufficient to fund SEMC’s Q1 and Q2 2024 work program and otheroperating expenses of SEMC. The amount to be provided will beconfirmed by the parties after due diligence, and will be a minimum ofCA$125,000.
The proposed transaction is subject to a number ofconditions including the satisfactory completion of Guardian’s duediligence and financing raised by Guardian of at least $500,000. TheLOI will terminate on March 30, 2023 unless extended by the parties bymutual consent.
The Acquisition will be subject to the approval of theTSXV.
About Guardian ExplorationInc.
Guardian is a TSXV listed company (TSXV: GX) (OTCQB:GXUSF) (Frankfurt: R6B) in the business of oil and gas as well asmineral exploration and development. Guardian’s first prospect isthe Mount Cameron Property located in the Yukon’s Mayo MiningDistrict. Guardian also holds mineral claims located on southernDall Island, Southeast Alaska, USA, known as the Kaigani claims, whichit acquired in February 2022.
FOR FURTHER INFORMATION, PLEASECONTACT:
Graydon Kowal
President and CEO
(403) 730-6333
Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGINFORMATION: This news release includes certain “forward-lookingstatements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to,statements with respect to the possible approval of the TSX VentureExchange for the transaction, the completion of financing, theapproval or rejection of licenses and prospects and the payment ofContingent Consideration. Forward-looking statements are necessarilybased upon a number of estimates and assumptions that, whileconsidered reasonable, are subject to known and unknown risks,uncertainties, and other factors which may cause the actual resultsand future events to differ materially from those expressed or impliedby such forward-looking statements. Such factors include but are notlimited to: operational matters, historical trends, current conditionsand expected future developments, access to financing as well as otherconsiderations that are believed to be appropriate in thecircumstances. There can be no assurance that such statements willprove to be accurate, as actual results and future events could differmaterially from those anticipated in such statements. Accordingly,readers should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update orrevise any forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required bylaw.
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