North Peak Signs Definitive Agreement to Acquire Prospect Mountain Mine Complex in Silver-Gold-Lead District of Eureka, Nevada
CALGARY, AB, May 4, 2023 /CNW/ - North Peak Resources Ltd. (TSXV: NPR) (the "Company" or "North Peak") announces it has executed a binding, definitive agreement (the "Agreement") dated effective May 2, 2023 with Solarljos LLC ("Solarljos") and Gullsil LLC of Nevada and their respective members, for the acquisition of the Prospect Mountain Mine complex (the "Property") located in the Eureka district of Nevada (the "Transaction"). The Property is located in Nevada's Battle Mountain Eureka trend, in an area known as the Southern Eureka Gold Belt and within the Ruby Hill lead gold and silver district. The Transaction involves the issuance of up to 8 million common shares of the Company in two phases – an initial tranche of 5 million common shares that acquires an 80% interest in the Property, and at the Company's discretion, an additional 3 million common shares to acquire the remaining 20% interest. The Transaction is arm's length, and its terms and conditions are summarized below.
"The Prospect Mountain Mine complex, with its extensive shaft and mine infrastructure sits squarely on the important geological structures driving today's Eureka district exploration activity and will benefit from the various drilling and geophysics programs this historic property will receive for the first time," said Brian Hinchcliffe, CEO & President. "Significantly our team, will be promptly coordinating the launch of these programs and we are looking forward to working with the Erickson's as we advance the Property."
"We regard the gold, silver and base metal potential at Prospect Mountain as immense", said Ty Erickson, Director of Solarljos and Gullsil LLC. "We are excited to work with the North Peak team to realise this potential."
Transaction and Agreement
The Agreement sets forth that a Nevada LLC will be created where the Company (through its Nevada subsidiary) will hold initially, an 80% interest in that Nevada LLC (the "Initial Interest") and Solarljos will hold the remaining 20% interest, and the mining claims and rights and related permits that constitute the Property will be transferred into the Nevada LLC (the date on which this is completed is referred to herein as the "Formation Date"). The Company's Nevada subsidiary will act as manager for the Nevada LLC and operator of the Property. Solarljos will not be required to contribute any funds or assume any liabilities for the benefit of the Nevada LLC or in connection with exploration and operations at the Property on account of its 20% interest.
As described above, the Company will acquire the Initial Interest by issuing 5,000,000 common shares to Solarljos. The Company has the right to acquire the remaining 20% interest held by Solarljos (the "Right"), provided it maintains its obligations under the Agreement (summarized below) and by issuing an additional 3,000,000 common shares to Solarljos. The Company will have until 90 days after the third anniversary of the Formation Date to exercise the Right. If the Company decides not to exercise the Right within this time period, then the Initial Interest is to be transferred to Solarljos, and Solarljos will in turn return to the Company the 5,000,000 common shares that have been issued to it.
To maintain the Initial Interest:
The other terms of the Agreement include representations and warranties, covenants and conditions that are customarily seen in agreements setting forth the terms of a transaction similar to the Transaction.
About the Prospect Mountain Complex
The Transaction is subject to approval of the TSXV, which the Company is promptly seeking. It is not expected the TSXV will impose sponsorship requirements as part of its approval of the Transaction. No finders' fees are payable by the Company in connection with the Transaction.
Mr. Mike Sutton, P.Geo., a director of the Company, is the Qualified Person, as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects, who reviewed and approved scientific and technical disclosure in this news release. The Qualified Person has not reviewed the mineral tenure, nor independently verified the legal status and ownership of the Property or any underlying property agreements.
Investors are cautioned that there can be no assurance that the Transaction will be completed as proposed, or at all. In addition, the Company can give no assurances at this time that the Property will fulfil the Company's business development goals described herein. Trading in the securities of the Company should be considered highly speculative.
The Company will issue additional press release related to approvals from the TSXV for the Transaction and other material information as it becomes available.
About North Peak
The Company is a Canadian based gold exploration and development company that is listed on the TSX Venture Exchange under the symbol "NPR". The Company is focused on acquiring historic sites, with low cost producing gold and other metals properties, with near term production potential and 8+ year mine life in the northern hemisphere.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the ability to receive applicable approvals from the TSXV and applicable governmental authorities for the Transaction, the ability of the parties to complete the Transaction, the ability of the Company to complete the exploration programs as proposed and on the timelines suggested, estimates of mineralization from drilling and the potential for minerals and/or mineral resources and reserves, and regarding the plans, intentions, beliefs, and current expectations of the Property and the Company that may be described herein. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, accuracy of assay results, geological interpretations from drilling results, timing and amount of capital expenditures; performance of available laboratory and other related services, future operating costs, and the historical basis for current estimates of potential quantities and grades of target zones, as well as those risk factors discussed or referred to in the Company's Management's Discussion and Analysis for the year ended December 31, 2022, available at www.sedar.com, many of which are beyond the control of the Company. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
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