VANCOUVER, BC / ACCESSWIRE / January 25, 2022 / Alchemist Mining Incorporated (the "Company") (CSE:AMS) is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Iron Forge Holdings (I) Ltd. ("Iron Forge"), dated January 24, 2022, pursuant to which the Company would acquire all of the outstanding securities of Iron Forge from the securityholders of Iron Forge (the "Transaction").
Iron Forge
Iron Forge, a company incorporated in British Columbia, holds an exploration property comprised of 46 placer leases, covering a total area of 947 acres (383 hectares) called the Rhodes Marsh property. The leases are located in portions of Sections 11 and 23 of Township 5 North - Range 35 East, Mount Diablo Meridian, Mineral County, west-central Nevada. The project area is located approximately 65 kilometers by road south of Hawthorne, Nevada and approximately 350 kilometers northwest of Las Vegas, Nevada. Surrounding the Rhodes Marsh property are the Pilot Mountains to the east and the Excelsior Mountains to the west. Historically the Rhodes Marsh area was a source of salt and boron production in the late 1800s.
Iron Forge intends to explore the Rhodes Marsh property searching for a lithium brine resource.
Summary of Transaction
The LOI is a non-binding agreement which sets out the principal terms on which the parties have agreed to complete the Transaction. Subject to satisfactory due diligence and successful additional negotiations, the parties intend to enter into a definitive agreement with respect to the Transaction (the "Definitive Agreement") on or before February 28, 2022.
On completion of the Transaction (the "Closing"), the Company has agreed to issue 7,500,000 common shares in the capital of the Company (the "Consideration Shares"), at a deemed price of $0.145 per common share, and 3,750,000 share purchase warrants (the "Consideration Warrants") in consideration for the acquisition of all of the securities of Iron Forge. The Consideration Warrants are exerciseable for a period of two years at an exercise price of $0.20 per common share. There will be no change of control of the Company. The Company is not assuming any long term debt as part of the Transaction and no finders fees are being paid.
Completion of the Transaction remains subject to a number of conditions, including satisfactory due diligence, entry into the Definitive Agreement, the parties obtaining a technical report compliant with National Instrument 43-101, the parties documenting sufficient and timely expenditures on the property to meet the listing requirements of the Canadian Securities Exchange (the "CSE"), receipt of all requisite approvals, and other conditions customary for transactions of this nature. The Transaction is a Fundamental Change under the Policies of the CSE, requiring the CSE to review and approve the Transaction and the Company to obtain shareholder approval for the Transaction. The LOI includes a completion deadline of May 31, 2022. A summary of Iron Forge's financial information will be included in a subsequent press release once such financial information has been obtained by the Company. It is anticipated that Iron Forge will provide audited financial statements in due course. The parties will endeavor to complete the Transaction as soon as practicable and intends to complete the Transaction prior to the completion deadline. There can be no assurance that the Transaction will be completed as proposed or at all.
The Transaction will be completed pursuant to available exemptions under applicable legislation. The Consideration Shares are expected to be subject to a hold period expiring four months and one day after the applicable date of issuance.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.
Completion of the Transaction is subject to a number of conditions, including acceptance of the CSE. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect to the Transaction 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 CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
ON BEHALF OF THE BOARD
Paul Mann - CEO
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information
For more information please contact:
Alchemist Mining Incorporated
Charles Lee
Investor Relations
+1 604 913 5356 - Email: [email protected]
Forward-Looking Statements:
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian legislation. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, that the parties will enter into the Definitive Agreement, that the Transaction will close and that Iron Forge will proceed with its plans for exploration of the property. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it and Iron Forge will obtain the required approvals for the Transaction, market fundamentals will support the viability of lithium exploration, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration of the property, the availability of the financing required for the Company to carry out its planned future activities, and the availability of and the ability to retain and attract qualified personnel.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include the inability of the Company to close the Transaction (including as a result of the inability of the Company and Iron Forge to obtain the required approvals), execute its proposed business plans, and carry out planned future activities. The novel coronavirus and COVID-19 pose new risks that are currently indescribable and immeasurable. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, future prices of minerals including lithium, changes in the financial markets and in the demand for minerals, including lithium, changes in laws, regulations and policies affecting the mineral exploration industry, risks related to the acquisition of the property, as well as the risks and uncertainties which are more fully described in the Company's annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedar.com. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements.
These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
SOURCE: Alchemist Mining Incorporated