(TheNewswire)
VANCOUVER, BC – TheNewswire - February 16, 2023, Tearlach Resources Limited(TSXV:TEA) (OTC:TELHF) (FRANKFURT:V44) (“ Tearlach ” or the“ Company ”) announces that the Company entered into an investorrelations agreement with Energy and Gold Publishing Ltd.(“ Energy andGold ”) on November 23, 2022, an investorrelations agreement with Ninja Media LLC (“ Ninja ”) on November30, 2022, and an extension agreement for investor relations serviceswith Financial Star News Inc. (“ Financial Star ”) onFebruary 9, 2023. In addition, the Company wishes to provideadditional disclosure regarding the terms of certain investorrelations service engagements that were disclosed in prior newsreleases.
Engagement with Energy andGold
On November 23, 2022, the Company entered into aninvoice agreement with Energy and Gold, whereby Energy and Gold agreedto provide promotional services to the Company for a six-month term,including the publication of three feature articles and news releasedistribution. The Company paid Energy and Gold an upfront cash feeof CAD $31,500. The Company utilized cash onhand to finance the payment.
Energy and Gold is based out of Vancouver, BritishColumbia and provides online publications for mineral resourcescompanies. Energy and Gold is wholly-owned by Scott Armstrong. Atthe time of entry into the agreement, Energy and Gold held 10,000common shares in the capital of the Company (each, a “ Share ”) and 5,000share purchase warrants exercisable into Shares at a price of $0.90for a period of 24 months (each, a “ Warrant ”). BothEnergy and Gold and Scott Armstrong are arm’s length to the Company.
Engagement with Ninja
On November 30, 2022, the Company entered into aninvoice agreement with Ninja, whereby Ninja agreed to providepromotional services to the Company, including the creation of fiveinterviews to be posted on YouTube. The Company paid Ninja anupfront cash fee of USD $60,000. The Company utilized cash on handto finance the payment. The term of the agreement is the period oftime required for Ninja to produce the five interviews to be posted onYouTube.
Ninja provides promotional and educational content andis based out of Templeton, California which provides online industryrelated video education and marketing materials. Ninja is owned byseveral principals based in California. At the time of entry intothe agreement, a principal of Ninja held 240,000 Shares and 120,000Warrants. Both Ninja and its principals are arm’s length to theCompany.
Continued Engagement with FinancialStar
On February 9, 2023, theCompany entered into a second extension agreement with Financial Star,whereby Financial Star agreed to provide certain non-exclusivemarketing and advisory services to the Company, including acomprehensive digital media marketing campaign. Subject to approvalof the TSX Venture Exchange (the “ TSXV ”), the Companywill pay Financial Star an upfront cash retainer of USD $250,000. The retainer will be used by Financial Star to purchase third partyadvertisements for digital media advertising. Financial Star hasadvised the Company that the necessity for the retainer structure isdue to Financial Star’s online marketing business being capitalintensive and that the online third-party platforms utilized byFinancial Star require large up-front payments to purchase ad space.The Company utilized cash on hand to finance the retainer payment. The term of the extension agreement will be the earlier of sixmonths or until the retainer is depleted. The extension is subjectto the Company making certain filings with the TSXV.
Financial Star is a privately owned marketing firmbased out of Vancouver, British Columbia which provides corporatecommunications services for public companies. Financial Star iswholly-owned by Roopinder Singh Mundi. To the knowledge of theCompany, neither Financial Star nor Roopinder Singh Mundi hold anysecurities in the Company. Both Financial Star and Roopinder SinghMundi are arm’s length to the Company.
Additional Disclosure on Prior NewsReleases
November 21, 2022, News Release
The Company wishes to provide additional disclosureregarding its engagement with Independent Trading Group (ITG), Inc.(“ ITG ”), Lakefront and Financial Star as follows:
ITG
The Company entered into a market-making agreement (the“ ITG Agreement ”) dated November 21, 2022, with ITG, whereby ITG agreed toprovide market-making services to the Company. The term of the ITGAgreement is initially for three months commencing November 21, 2022. Once the initial three-month term is complete, the ITG Agreementwill automatically renew for subsequent one-month terms unless anduntil either party provides at least 30 days’ written notice priorto the end of the initial term or subsequent term. The Companyagreed to pay ITG a cash fee of CAD $5,000 per month payable at thebeginning of each month for the duration of the initial three-monthterm and will continue to pay CAD $5,000 per month for each subsequentterm. The Company utilized cash on hand to finance the requiredpayments.
ITG is a financial services firm based out of Toronto,Ontario which specializes in market-making, liquidity, and tradingsolutions. ITG is wholly-owned by DVX Capital Markets. ChristopherWilliam Michael Kaplan of ITG is the principal providing themarket-making services. ITG finances its own market-makingactivities. To the knowledge of the Company, neither DVX CapitalMarkets nor Christopher William Michael Kaplan, owns any securities ofthe Company. Each of ITG, DVX Capital Markets, and ChristopherWilliam Michael Kaplan are arm’s length to theCompany.
The initial term of the ITG Agreement expires onFebruary 21, 2023, and the Company may terminate the ITG Agreement inaccordance with the above noted termination before February 21, 2023,if it so chooses.
The Company entered into an invoice agreement (the“ LakefrontAgreement ”) dated November 21, 2022, withLakefront, whereby Lakefront agreed to provide promotional services tothe Company, including content creation, distribution, andadvertising. The term of the Lakefront Agreement is three months. The Company paid Lakefront a cash fee of CAD $60,000 for thethree-month term. The Company utilized cash on hand to finance therequired payment.
Lakefront is a privately owned consulting firm basedout of Vancouver, British Columbia which provides consulting services. Lakefront is wholly-owned by Matt Shull. To the knowledge of theCompany, neither Lakefront, nor Matt Shull, owns any securities of theCompany. Both Lakefront and Matt Shull are arm’s length to theCompany.
The Lakefront Agreement expires on February 21, 2022,and the Company currently has no plan to extend its engagement withLakefront.
To facilitate the provision of its services under theLakefront Agreement, Lakefront entered into a verbal agreement (the“ SmallCapAgreement ”) with a subcontractor, Market 365LLP dba SmallCap Canada (“ SmallCap ”) on November 21, 2022, wherebySmallCap agreed to provide promotional services to the Company,including content distribution and advertising. The term of theSmallCap Agreement is one month. Lakefrontpaid SmallCap CAD $45,000. Lakefront utilized a portion of the moneyreceived from the Company to finance the required payment to SmallCap.
SmallCap is a promotional business based out ofLukesville, Arizona which provides information on listed companies. SmallCap is wholly-owned by Seth Cayer. To the knowledge of theCompany, neither SmallCap nor Seth Cayer holds any securities in theCompany. Both SmallCap and Seth Cayer are arm’s length to theCompany.
Financial Star
The Company entered into an engagement letter agreement(the “ Financial StarAgreement ”) dated November 21, 2022, withFinancial Star, whereby Financial Star agreed to provide certainnon-exclusive marketing and advisory services to the Company,including a comprehensive digital media marketing campaign. TheCompany paid Financial Star a cash retainer of USD $500,000. Theretainer was used by Financial Star to purchase third partyadvertisements for digital media advertising. Financial Star hasadvised the Company that the necessity for the retainer structure isdue to Financial Star’s online marketing business being capitalintensive and that the online third-party platforms utilized byFinancial Star require large up-front payments to purchase ad space. The Company utilized cash on hand to finance the retainer payment. The term of the Financial Star Agreement was the earlier of sixmonths or until the retainer is depleted, which has since beendepleted.
Financial Star is a privately owned marketing firmbased out of Vancouver, British Columbia which provides corporatecommunications services for public companies. Financial Star iswholly-owned by Roopinder Singh Mundi. To the knowledge of theCompany, neither Financial Star nor Roopinder Singh Mundi hold anysecurities in the Company. Both Financial Star and Roopinder SinghMundi are arm’s length to the Company.
December 30, 2022, News Release
The Company wishes to provide additional disclosureregarding its engagement with LFG Equities Corp. (“ LFG ”) asfollows:
The Company entered into a marketing services agreement(the “ LFGAgreement ”) dated December 12, 2022, with LFG,whereby LFG agreed to provide promotional services to the Company,including social media marketing and content creation. The term ofthe LFG Agreement is six months. The Company paid LFG a cash fee ofCAD $100,000 upon entry into the LFG Agreement. The Company utilizedcash on hand to finance the required payment.
LFG is a promotional services company based out ofToronto, Ontario which provides promotional services to publiccompanies. LFG is wholly-owned by Ernest Chuang through his holdingcompany, Gestion EHC Inc. To the knowledge of the Company, neitherLFG nor Gestion EHC Inc. own any securities of the Company. Each ofErnest Chuang, LFG and Gestion EHC Inc. is an arm’s length party tothe Company.
Ernest Chuang of LFG has acquired Shares throughpurchases in the open market. Prior to its engagement with LFG, theCompany had entered into a non-investor relations consulting agreementwith Ernest Chuang in his personal capacity on October 4, 2022 (the“ Personal ConsultingAgreement ”), whereby Ernest Chuang agreed toprovide web page development, website development, and brand/logocreation services. Pursuant to the Personal Consulting Agreement, hewas granted 100,000 stock options to purchase an aggregate of 100,000Shares vesting quarterly over two years at $0.60 per Share and havinga term of five years. As such, Ernest Chuang currently holds bothShares in the capital of the Company and stock options of theCompany.
The LFG Agreement expires on June 12, 2023, and theCompany does not anticipate it will extend its engagement withLFG.
To facilitate the provision of its services under theLFG Agreement, LFG entered into a verbal agreement(the “ HeresyAgreement ”) with a subcontractor, HeresyFinancial LLC (“ Heresy ”) on January 25, 2023, whereby Heresyagreed to provide digital video content creation services to theCompany. The term of the Heresy Agreement was one day. LFG paidHeresy USD $20,000. LFG utilized a portion of the money receivedfrom the Company to finance the required payment to Heresy.
Heresy is based out of Phoenix, Arizona which providesmedia services. Heresy is wholly-owned by Joseph Brown. To theknowledge of the Company, Heresy does not own any securities of theCompany and Joseph Brown holds 600 Shares in the Company. BothHeresy and Joseph Brown are arm’s length to the Company.
January 12, 2023, News Release
The Company wishes to provide additional disclosureregarding its engagement with OGIB Corporate Bulletin Ltd.(“ OGIB ”) as follows:
The Company entered into a services agreement (the“ OGIB Agreement ”) dated December 7, 2022, with OGIB, whereby OGIB agreedto provide promotional services to the Company, including thepublication of a series of online articles about the Company. Theterm of the OGIB Agreement is for a period of 12 months, commencing onDecember 7, 2022. The Company paid OGIB a cash fee of CAD $200,000upon entry into the OGIB Agreement. The Company utilized cash onhand to finance the required payment.
OGIB is a subscription service based out of NorthVancouver, British Columbia which provides research on publiccompanies. OGIB is wholly-owned by Keith Schaefer. To theknowledge of the Company, OGIB does not own any securities of theCompany. At the time of entry into the agreement, an associate ofKeith Schaefer, Rosemary Renstad, held 40,000 Shares and 20,000Warrants. Each of OGIB, Keith Schaefer and Rosemary Renstad arearm’s length to the Company.
The OGIB Agreement expires on December 7, 2023, and theCompany does not plan to extend its engagement with OGIB.
January 15, 2023, News Release
The Company wishes to provide additional disclosureregarding its extended engagement with Financial Star asfollows:
On January 14, 2023, the Company entered into anextension agreement with Financial Star. The Company paid a secondretainer payment for an additional USD $400,000. The retainer was usedby Financial Star to purchase third party advertisements for digitalmedia advertising. Financial Star has advised the Company that thenecessity for the retainer structure is due to Financial Star’sonline marketing business being capital intensive and that the onlinethird-party platforms utilized by Financial Star require largeup-front payments to purchase ad space. The Company utilized cash onhand to finance the retainer payment. The term of the Financial StarAgreement was the earlier of six months or until the retainer isdepleted, which has since been depleted.
Financial Star is a privately owned marketing firmbased out of Vancouver, British Columbia which provides corporatecommunications services for public companies. Financial Star iswholly-owned by Roopinder Singh Mundi. To the knowledge of theCompany, neither Financial Star nor Roopinder Singh Mundi hold anysecurities in the Company. Both Financial Star and Roopinder SinghMundi are arm’s length to the Company.
About Tearlach
Tearlach is a Canadian exploration company engaged inthe acquisition, exploration, and development of lithium projects.Tearlach holds an interest in the Final Frontier Project, whichincludes the Pakwan, Pakwan Extension, and Margot Lake Claim block,which is in close proximity to Frontier Lithium’s flagship claimsand proximal to the Spark and PAK deposits. Tearlach holds interestsin the Wesley, Harth, and Ferland properties, all located in thelithium hub of northwestern Ontario, Canada. The Wesley Propertyborders Green Energy Metals’ Root Lake Project, where a 24,000 mdrill program is currently underway. Pegmatite dykes have - beenencountered on the Harth Lithium Project, which is 8 kms west of theWesley Lithium Project. Prospecting and mapping have confirmedpegmatite dykes on the Ferland Lithium Property, 10 km east of GreenTechnology Metals’ Seymour Lake Project. Tearlach intends to explorethese assets and develop a portfolio of projects in North Americathrough acquisition. Tearlach’s primary objective is to positionitself as the leading lithium exploration and development company inNorth America. Additional information on the Company is available atthe website at www.tearlach.ca.
ON BEHALF OF THE BOARD OF DIRECTORS
TEARLACH RESOURCES LTD.
Morgan Lekstrom
Chief Executive Officer
Suite 610 - 700 W. Pender Street
Vancouver, BC, Canada V6C 1G8
Tel: 604-688-5007
Forward-LookingStatements:
This news release containsforward-looking statements and forward-looking information(collectively, "forward-looking statements") within themeaning of applicable Canadian legislation. All statements in thisnews release that are not purely historical are forward-lookingstatements and include statements regarding beliefs, plans,expectations and intentions regarding the future including, withoutlimitation, the Company’s continued engagement with certain investorrelations providers and the TSXV’s approval of the investorrelations agreements set out herein. Although the Company believesthat such statements are reasonable and reflect expectations of futuredevelopments and other factors which management believes to bereasonable and relevant, the Company can give no assurance that suchexpectations will prove to be correct. Forward-looking statementsare typically identified by words such as: "believes","expects", "anticipates", "intends","estimates", "plans", "may","should", "would", "will","potential", "scheduled" or variations of suchwords and phrases and similar expressions, which, by their nature,refer to future events or results that may, could, would, might orwill occur or be taken or achieved. In making the forward-lookingstatements in this news release, the Company has applied severalmaterial assumptions, including without limitation, the continued needfor promotional activities. No assurance can be given that any of theevents anticipated by the forward-looking statements will occur, or ifthey do, what benefits the Company will obtain from them.
These forward-looking statements aremade as of the date of this news release and, unless required byapplicable law, the Company assumes no obligation to update theforward-looking statements.
Neither the TSXV nor its RegulationService provided (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy oraccuracy of this release.
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