April 23, 2015 Vancouver, BC, Canada: 92 Resources Corp. (NTY–TSXV) (the “Company”) reports it has signed a non-binding letter of intent (“LOI”) dated April 21, 2015, with 1025522 B.C. Ltd., a private B.C. company (the “Vendor”), to take assignment of certain rights of the Vendor to earn a joint venture interest in the mineral rights to approximately 12 square kilometers of land in Finland (the “Property”). The Property is targeted for diamond exploration, and is called the Reindeer Diamond property. The Vendor is principally owned by David Hodge of Vancouver and there are a number of other shareholders. The transaction is an arm’s length transaction with the Vendor.
The assignment would include assumption of all financial and non-financial obligations and liabilities registered on or in connection with the Property such as existing easements, and specifically including the obligations under the Vendor’s non-binding agreement (the “Dragon Agreement”) with Dragon Diamond Ventures Limited (“Dragon”) to earn up to 75% interest in the Property by expending Euro 1,382,000 on the Property, less any amount already expended by the Vendor. Transfer of the Property will include assignment of the Dragon Agreement to the Company and transfer of any and all assessments, reports, geological and sample data and any other information or data that has been collected or produced and is in the possession or owned by the Vendor. No deposit or loan has been made. Dragon owns the Property, is not a signatory to the LOI, and is arm’s length to the Vendor and the Company.
The Vendor also agreed to provide to the Company a technical report pursuant to NI 43-101 prepared by an independent qualified geologist which discusses the Property and confirms the expenditure by the Vendor of a minimum of $100,000 in exploration and development expenses on the Property within the year prior to the closing.
Potential RTO and Consolidation
The Company will undergo prior to closing a 1 for 3 share consolidation of its common shares (the “Consolidation”). There are approximately 12M shares currently outstanding in the Company, so post-Consolidation and prior to issuance of the Consideration Shares and the Financing, there will be approximately 4M shares outstanding in the Company.
In payment for the sale and transfer of the Assigned Rights to the Company, on closing, the Company will issue to the persons as specified by Vendor a total of 10,000,000 post-Consolidation common shares in its capital. In addition, the Company will raise up to $600,000 by issuing common shares at $0.06 per share post-Consolidation (the “Financing”) which Financing will close prior to or contemporaneously with the closing. Proceeds of the financing will be used for working capital and for development of the Property.
No sponsor for the potential reverse takeover (“RTO”) has been approached or retained. The Company after closing of the RTO would be a Tier 2 mining issuer. No management changes have been considered so far.
The properties occur within the Karelian Craton, a terrain that occurs under the majority of Eastern Finland and continues into northwestern Russia. The craton consists of Archean rocks ( 2.5 billion years old), and is one of the largest such cratons in the world. The Karelian Craton is host to the Grib Mine, located near the city port of Archangel in Russia —officially opening in June, 2014.
Diamondiferous kimberlites and lamproites have been found by previous workers in Finland and western Russia and management has high hopes for the Karelian craton. Prior to the 2008 global financial crisis there were at least 10 companies exploring for diamonds in Finland, which were achieving good technical success. A map and description of the Karelian Craton can be found at:
Dragon has informed us that the Reindeer Diamond property contains kimberlite that was discovered during the last financial crisis period but which was poorly tested due to financial restraints.
Conditions to Closing
At this point, there is no binding agreement between the parties, and no binding agreement between the Vendor and Dragon. In addition, completion of the transaction will be subject to the following conditions:
(a) definitive agreements being negotiated and signed;
(b) all required consents being obtained;
(c) the approval of the Transaction by the shareholders of the Company and by the TSXV;
(d) the agreement of the Vendor with Dragon being completed, and the Vendor having expended a minimum of $100,000 on the Property;
(e) the parties completing their respective due diligence; and
(f) other conditions customary in transactions similar to the Transaction.
Halt in Trading
Trading of the Company shares on the TSXV may remain halted until the transaction is completed or abandoned.
Completion of the transaction is subject to a number of conditions, including TSXV acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in any Management Information Circular and/or Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
There is no assurance that the Company can complete any of intended actions contemplated in this press release.
About 92 Resources Corp.
92 Resources is an emerging junior exploration company focused on acquiring and advancing strategic & prospective assets to the benefit of its shareholders. The Company’s current 100% owned silica/quartz Zim Frac claim group, as well as its Mitchell Lake uranium property, located in the Athabasca Basin, Saskatchewan, are all in good standing and currently being maintained; however, the Company is extremely excited about the new Reindeer Diamond project located in Finland.
92 Resources looks forward to being an active participant in diamond exploration within the same geological area where the producing Grib Mine is located.
However, diamond exploration is not easy. With this in mind, the Company is in the process of identifying and expects to engage several key technical individuals to join the Company. If these engagements do occur, the Company will have an experienced technical diamond team, working in mining friendly, geopolitically and environmentally positive country.
For further information, please contact Adrian Lamoureux, Pres. & CEO at: Tel: 778-945-2950 firstname.lastname@example.org or visit www.92resources.com .
On behalf of the Board of Directors,
Adrian Lamoureux, President & CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Forward Looking Statements
This News Release may contain forward-looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control. Forward-looking statements in this news release include statements about the possible acquisition of the Reindeer Diamond property, and the engagement of highly experienced diamond experts. Actual results may differ materially from those currently anticipated due to a number of factors beyond the Company’s control. These risks and uncertainties include, among other things, that we may not be able to agree on terms with the Vendor, that the Vendor may not be able to agree on terms with Dragon, that we may not be able to obtain regulatory or shareholder approval, that we may not be able to raise funds required, that conditions to closing may not be fulfilled, that the Reindeer Diamond property has no commercially minable diamonds, the market price for diamonds may make the resources uneconomic, and other risks associated with being a mineral exploration and development company. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.