(TheNewswire)
Calgary, Alberta - TheNewswire – September 30 th th, 2021, TocvanVentures (CSE:TOC ) ( OTC: TCVNF ) ( WKN:TV3/A2PE64), is pleased to announcethat they have entered into an agreement whereby Tocvan is acquiring100% interest in the Rogers Creek Property in B.C. from C3 Metals Inc.(“C3 Metals”) Tocvan previously held an option to a acquire up toan 80% interest in the property from C3 Metals
Under the terms of the new agreement with C3 Metals,Tocvan is acquiring a 100% interest in the Rogers Creek Property andthe previous option agreement is now void. In consideration, C3 Metalswill receive 500,000 common shares of Tocvan. C3 Metals will alsoreceive common shares of Cascade Copper Corp. (“Cascade Copper”)(described below) equal to a value of $75,000, based on prelistingfinance price, upon listing on the Canadian Securities Exchange. C3Metals will retain a 2% NSR on the Rogers Creek Property, 1% of whichcan be repurchased by Cascade Copper for one million dollars.
Tocvan is also pleased to announce that, subject toshareholder and regulatory approval, the company is planning tospin-out 100% of the Rogers Creek Property to Cascade Copper, newlycreated company, with a focus on copper porphyry exploration assets insouthern British Columbia (the “Spin-Out”). It is expected thatthe Spin-Out will be structed as a plan of arrangement transactionunder the BusinessCorporations Act (Alberta). Under the terms ofthe proposed plan of arrangement, Tocvan shareholders are to receiveone common share of Cascade Copper for every six shares held ofTocvan. When and if approved, Tocvan will have no interest in theRogers Creek Property.
Derek Wood CEO of Tocvan commented, “ We believe the value of the Rogers Creek Property is notreflected in Tocvan's current share price and see the proposedSpin-Out to create additional value for Tocvanshareholders. We are extremely pleased to reachthis agreement with C3 Metals. The agreement provides for greaterflexibility in how Rogers Creek is advanced towards discovery. Bycreating a new company, Tocvan shareholders can participate in theupside possibility through share ownership of Cascade Copper, whileTocvan is able to focus on its two Mexican properties and minimizeshare dilution. We believe the proposed Spin-Out will be verybeneficial to Tocvan shareholders and we expect that this transactionwill unlock the value of the Rogers Creek Property and increaseshareholder value by allowing capital markets to ascribe value to theRogers Creek Property independently of the other properties held byTocvan. This is a great opportunity for all the shareholders of recordon the effective date, which will be announced in duecourse. Shareholders owning Tocvan shares willbe eligible to receive the proposed spin-off shares of Cascade Copperat the aforementioned ratio.”
Rogers Creek Historic WorkSummary
- 1,786 km of helicopter-borne magnetic gradiometryand VLF-EM.
- 280 km of helicopter-borne radiometrics.
- Levelling, merging and inversions of 47 kilometresof Induced Polarization (I.P.)
geophysics.
- 3D modelling of geophysical and property data byMira Geosciences with proprietary
Geoscience Analyst 3D software.
- Prospecting, mapping, and sampling, including thecollection of 1,061 surface rock
samples, 3,328 soil samples, and 318 stream sedimentsamples.
- Soil sample geochemical vectoring study.
- 5,209 m of diamond drilling in 10 holes, includingthe analysis of 1,951 m of drill
core samples.
- 5,200 m of drill core magnetic susceptibilityreadings totalling 1,164 readings.
- 329 resistivity/chargeability readings taken over 7drill holes totalling ~4,055m.
- Limited surface and drill hole (4 holes) alterationmapping and logging.
About Cascade Copper:
Cascade Copper is a newly created company that willhave two very advanced-stage copper porphyry properties located withinthe Miocene age intrusions of the Cascade Magmatic Arc in southwesternBC: the Rogers Creek Property and the Fire Mountain Property. The twoproperties are contiguous, and both are advanced to a drill-readystage. Combined, the properties have seen over 3 million dollars ofexploration to date and cover an area of approximately 240 squarekilometers. Work to date has advanced the properties from a smallshowing discovered on a logging road in 2007 to an advancedexploration-stage with evidence for a large mineralized system. Thishas validated the initial working hypothesis that there isconsiderable potential to discover significant mineralization withinthe Miocene age intrusions of the Cascade Magmatic Arc in southwesternBC, which have seen very little modern exploration.
The proposed Spin?Out will be subject to the approval of Tocvan'sshareholders which Tocvan intends to seek at a special meeting ofshareholders (the "Shareholders' Meeting"). The date for theShareholders Meeting has not yet been determined. The Spin-Out issubject to Canadian Securities Exchange (“CSE”) approval and theSpin?Out also requires the approval of the Alberta Court ofQueen’s Bench. Tocvan intends to seek a listing of the CascadeCopper common shares on the CSE but no assurance can be provided thatsuch a listing will be obtained. Any such listing will be subject toCascade Copper fulfilling all of the requirements of the CSE. Further details of the Spin?Out, including the date for theShareholders' Meeting and any amendments to the number of CascadeCopper common shares to be granted to shareholders of Tocvan will beannounced in the near future. Shareholders are cautioned that thefinal details of the Spin?Out are still to be determined and thereis no certainty that the Spin?Out will be completed on the termscurrently proposed or at all.
About Tocvan VenturesCorp .
Tocvan is a well-structured exploration developmentcompany. Tocvan was created to take advantage of the prolongeddownturn the junior mining exploration sector, by identifying andnegotiating interest in opportunities where management feels they canbuild upon previous success. Tocvan currently has approximately 29million shares outstanding and is earning into three excitingopportunities. The Pilar Gold-Silver project and the El PicachoProperty within the Caborca Orogenic Gold Beltboth located in Sonor a andthe Rogers Creek Copper project in southern British Columbia,management feels all three projects represent tremendous opportunityto create long term shareholder value.
ON BEHALF OF THE BOARD
Derek Wood President & CEO
Dwood@tocvan.ca
Toll-Free: 403-668-7855
Neither the CSE nor its RegulationServices Provider accepts responsibility for the adequacy or accuracyof this release.
This news release may containforward?looking statements which include, but are not limited to,comments that involve future events and conditions, which are subjectto various risks and uncertainties. Except for statements ofhistorical facts, comments that address resource potential, upcomingwork programs, geological interpretations, receipt and security ofmineral property titles, availability of funds, and others areforward?looking. Forward?looking statements are not guarantees offuture performance and actual results may vary materially from thosestatements. General business conditions are factors that could causeactual results to vary materially from forward?lookingstatements.
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