(TheNewswire)
Vancouver, Canada – TheNewswire – April 24, 2023 –– Teuton Resources Corp. (“Teuton” or “theCompany”) (TSXV:TUO) (Frankfurt:TFE) isplanning a spin-out of its mineral property assets located south ofthe Sulphurets Hydrothermal System (“SHS”) in the Golden Triangleregion of northwestern British Columbia. These assets include, amongothers, the Big Gold, Eskay Rift, Tennyson, Pearson, Leduc Silver,Four J’s and Harry properties. Properties presently under option,such as the Harry, will be assigned Teuton’s interest in the option,the rest are all 100% owned by the Company.
The spin-out will proceed in two phases: in the firstphase, the tax implications of the spin-out will be studied todetermine the most efficacious method of transferring the assets. Once a favourable tax assessment is received from the Company’stax advisor, the spin-out will advance to a formal second phase. Phase two will entail a share capital reorganization effectedthrough a statutory plan of arrangement (the "Arrangement"). Under the Arrangement, Teuton will transfer the defined assets to awholly-owned subsidiary as yet unnamed (for the purposes of this newsrelease -- “Company X”). Shares in Company X will then bedistributed to Teuton’s shareholders pro rata their interest inTeuton under a formula yet to be determined. The spinout transactionwill be effected pursuant to the arrangement provisions ofthe Business CorporationsAct (British Columbia) and must be approved bythe Supreme Court of British Columbia and by the affirmative vote oftwo-thirds (2/3) of Teuton's shareholders in attendance at ashareholders' meeting. The transaction and the listing of Company Xwill also be subject to the approval of the TSX VentureExchange.
Upon completion of the Arrangement, Teuton’s shareholders will ownshares in two public companies. Teuton will issue a comprehensivenews release at the beginning of the second phase which will outlineall of the steps that must be taken to complete the spin-out.
Additional assets which may be transferred to Company X such as cash,securities or land, will be determined by the tax review to beconducted in the first phase. The number of Company X shares to beassigned to shareholders of Teuton, is yet to be determined but willbe based on a pro rata amount according to their holdings at the timeof the transaction.
The properties that will be transferred to Company X are consideredprospective for the discovery of copper or copper-gold deposits. They lie south of the giant and supergiant porphyry copper-golddeposits of the Sulphurets Hydrothermal System including theGoldstorm, Iron Cap, Mitchell, East Mitchell, Sulphurets and Kerr; oneof the largest undeveloped concentrations of copper and gold in world.These deposits, all owned by Seabridge Gold except for the Goldstormwhich is owned by Tudor Gold, American Creek and Teuton Resources, liealong a southerly trending chain termed “the String of Pearls” andare generally associated with a prominent, north-south trending thrustfault. The southernmost properties to be allocated to Company X, theLeduc Silver and Pearson claims, are situated in close proximity tothe past producing, high-grade underground Granduc copper mine.Granduc is part of a Besshi-type volcanogenic massive sulfide (VMS)system and produced nearly 420 million pounds of copper from about15.5 million tonnes of ore. Remaining Measured plus IndicatedResources totaling 11.32 million tonnes (Mt) grading 1.47% copper;additional Inferred Resources total 30.5 Mt grading 1.4% Cu (2013,Morrison & McKinnon, Preliminary Economic Assessment).
On the nearby Pearson property, an Aerotem III airbornegeophysical survey conducted in 2010 identified a 2+ km long EMconductor associated with 8 magnetic anomalies, a geophysical signal consistent with Besshi-type VMS systems. This conductor has not yet been drilltested.
An additional airborne ZTEM survey commissioned by Teuton in 2018 wascompleted by Geotech over part of the proposed Company X propertypackage and showed several, very strong anomalies, none of which haveyet been drill tested. Geotech commented:
“ The 3D ZTEMinversion results reveal the presence of numerous conductive anomalousfeatures characterized by lower resistivity values by contrast to thehost rocks. Most of these conductors are linear in shape and arestriking in various directions. Among them, a number are selected forcopper-gold targeting purposes and these are labelled with the letter“Z”. These targets are mostly occurring in the southern andsouth-eastern parts of the Pearson block and in the central part ofthe Tennyson block. Those highlighted within the Pearson block arestriking in two preferred directions (NE and NW) and those highlightedwithin the Tennyson block are generally striking in the NW direction. Most of the identifiedconductors are occurring along inferred faults and are suggested to belinked to hydrothermal alteration zones or systems that may host orcontrol porphyry copper-gold mineralization typical to the oneobserved at the Tennyson Deposit Area.
Additionally to fault control, the identified conductors within thePearson block seem to be affected, shifted and/or bound by NW strikingfault system. Some of them are associated with zones of magnetic low,which makes them good candidates for zones of intense alteration anddemagnetization. Moreover, there are at least 2 circular featureslabelled with the letter “P” consistent with porphyry/stockworkstructures. In general, these circular features exhibit a resistivecore surrounded by a moderately conductive ring. The resistive core issuggested to represent a link to porphyry/stockwork intrusion, whereasthe surrounding conductive ring is suggested to be related tophyllic/argillic/propyllitic alteration zone (Sillitoe, 2003; 2010).They are coinciding with zones of magnetic low (demagnetization?) withmoderately magnetic core. Therefore, these targets are regarded aspotential candidates for porphyry style precious and base metalmineralization typical to known porphyry deposits occurring innorth-western BC such as Mt-Milligan (Oldenburg et al., 1997), BabineLake and Morrison (Witherly and Sattel, 2012). One of these targets,P1 is suggested in the northern part of the Pearson block and thesecond one, P2 is suggested in the south-eastern part of the Tennysonblock.”
Once the Company X spin-out is complete, Teuton Resourcesprovisionally plans another spin-out, this time of its propertieslocated east and southeast of Stewart. The lead property in thisgroup is the Clone, which hosts shear-controlled gold, and gold-cobaltmineralization.
Dino Cremonese, P. Eng., commented as follows: “A spin-out of ournon-Treaty Creek assets has been contemplated by the Company for sometime. Originally, we considered putting all of these into onecompany, but after reflection it seemed more logical to divide thespin-out assets into two separate groups. The ones going intoCompany X are mostly copper and copper-gold and it makes sense to keepall of them in a single unit, especially now that copper has beendeclared a critical metal. As for the remaining properties east andsoutheast of Stewart, we intend to monitor the progress of explorationon Goliath Resources’ neighbouring Golddigger property and the goldand silver properties of Dolly Varden before deciding how to divestthese.“
OTC QB Listing Application
Teuton intends to apply for a listing o n the OTC Markets, “QB” level, a U.S. trading platformoperated by the OTC Markets Group in New York, subject to the approvalof the OTCQB and the satisfaction of applicable listing requirements. The Company intends to submit its Form 211 to the FinancialIndustry Regulatory Authority (“ FINRA ”) which, ifaccepted, will qualify the Company’s shares totrade in the U.S. on the OTC market. The Company will also apply tothe Depository Trust Company (“ DTC ”) for DTC eligibility which wouldgreatly simplify the process of trading the Company’s commonshares.
The OTCQB is the premiere marketplace for early stageand developing U.S. and international companies that are committed toproviding a high-quality trading and information experience for theirU.S. investors. Companies must be current in their financial reportingto undergo an annual verification and management certificationprocess, including meeting a minimum bid price and other financialconditions. The OTCQB quality standards provide a strong baseline oftransparency as well as the technology and regulation to improve theinformation and trading experience for investors. The OTCQB isrecognized by the Securities and Exchange Commission as an establishedpublic market providing public information for analysis and value ofsecurities. Investors can find real-time quote and market informationfor the Company, once listed, at https://www.otcmarkets.com .
The Company believes that trading on the OTCQB will provide additionalliquidity and increase its visibility within the U.S. capitalmarkets. Teuton Resources will continue to trade on the TSX VentureExchange under its symbol “TUO”.
Advisory Board
Former director, Robert Gardner, has agreed to join Teuton’sadvisory board as its first member for a six month term. Mr. Gardnerwill not be paid for his services but will retain the stock options hereceived while a director. Robert served as treasurer for TelusCorp. for a number of years and is conversant with capitalre-organizations.
About Teuton
Teuton owns interests in more than thirty properties in the prolific“Golden Triangle” area of northwest British Columbia and was oneof the first companies to adopt what has since become known as the“prospect generator” model. This model minimizes share equitydilution while at the same time maximizing opportunity. Earningsprovided from option payments (received in cash and often also inshares of the optionee companies), has provided Teuton withsubstantial income.
On Behalf of the Board of Directors of Teuton Resources:
"Dino Cremonese, P.Eng."
Dino Cremonese, P. Eng.,
President and Chief Executive Officer
For further information, please visit the Company's website atwww.teuton.com or contact:
Barry Holmes
Director Corporate Development and Communications
Tel. 778-430-5680
Email: barry@teuton.com
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 Statements regarding Forward-Looking information
Certain statements contained in this press release constituteforward-looking information. These statements relate to future eventsor future performance. The use of any of the words "could","intend", "expect", "believe","will", "projected", "estimated" andsimilar expressions and statements relating to matters that are nothistorical facts are intended to identify forward-looking informationand are based on the Company's current belief or assumptions as to theoutcome and timing of such future events. Actual future results maydiffer materially.
All statements relating to future plans, objectives or expectationsof the Company are forward-looking statements that involve variousrisks and uncertainties. There can be no assurance that suchstatements will prove to be accurate and actual results and futureevents could differ materially from those anticipated in suchstatements. Important factors that could cause actual results todiffer materially from the Company's plans or expectations includerisks relating to the actual results of current explorationactivities, fluctuating gold prices, possibility of equipmentbreakdowns and delays, exploration cost overruns, availability ofcapital and financing, general economic, market or businessconditions, regulatory changes, timeliness of government or regulatoryapprovals and other risks detailed herein and from time to time in thefilings made by the Company with securities regulators. The Companyexpressly disclaims any intention or obligation to update or reviseany forward-looking statements whether as a result of new information,future events or otherwise except as otherwise required by applicablesecurities legislation.
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