Eureka Resources Inc. Announces Special Meeting Results
Vancouver, July 24, 2018 - Eureka Resources Inc. (TSXV: EUK) ("Eureka" or the "Company") is pleased to announce the results of the shareholder meetings held by the Company and Kore Mining Ltd. ("Kore") on July 23, 2018, at which shareholders of Kore and Eureka approved the transactions contemplated by the amalgamation agreement dated February 24, 2018 (the "Agreement") between the Company and Kore, a private British Columbia corporation based in Vancouver, BC. Pursuant to the terms of the Agreement, Eureka has agreed to acquire all of the outstanding common shares of Kore in exchange for the issuance of common shares of Eureka by way of a three-cornered amalgamation among Kore, the Company and a wholly-owned subsidiary of the Company (the "Transaction"). The Transaction will result in the reverse takeover of Eureka by Kore. The shareholders of Eureka and Kore also approved all other matters to be approved at the respective shareholders' meetings, as outlined in the Joint Information Circular dated June 22, 2018 (the "Information Circular"), including, among other things, an amendment to Eureka's notice of articles to remove the pre-existing company provisions, the adoption of a new stock option plan by Eureka (a copy of which is included in the Information Circular), and the appointment of new directors of Kore. A copy of the Information Circular is available under Eureka's profile on SEDAR at www.sedar.com.
Several matters remain outstanding and must be completed before the closing of the Transaction can occur, including
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completion of a valuation report which discusses the value of Kore;
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receipt of the approval of the TSX Venture Exchange (the "TSXV"); and
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completion of a private placement by Eureka for minimum gross proceeds of $2,250,000.
Kore, indirectly through its wholly-owned U.S. subsidiaries, owns 100% interests in the Imperial and Long Valley gold development projects, located in California, USA (together, the "Projects"). The Projects comprise development stage (and historic feasibility stage) assets with over 141,225 metres of historic drilling.
About Kore
Kore is a development stage company that offers exposure to precious metals exploration and development in North America, with a corporate strategy focused on the identification and acquisition of attractive development and advanced exploration stage projects.
Kore was incorporated under the provisions of the Business Corporations Act (British Columbia) on February 22, 2016. There are currently 18,707,202 Kore common shares issued and outstanding.
About Eureka
Eureka is a mineral exploration company based in Vancouver, British Columbia.
British Columbia, Canada
Eureka's 100% owned FG Gold property is an advanced-stage gold project located in the Cariboo Mining Division. Historical exploration has established a Measured and Indicated (376,000 ounces) gold resource at an average grade of 0.776 g/t gold, using a cut-off grade of 0.5 g/t, and an Inferred gold resource (634,900 ounces) at an average grade of 0.718 g/t gold, using a cut-off grade of 0.5 g/t. Details of the gold resource can be found in "NI 43-101 Technical Report, Frasergold Exploration Project, Cariboo Mining Division, dated July 27, 2015" available under the Company's profile on SEDAR or on the Company's website.
Eureka has a 100% interest in the Gold Creek property located in the Cariboo Mining Division. Gold Creek is a grassroots gold project neighbouring, and with similar geology to the Spanish Mountain deposit owned by Spanish Mountain Gold Ltd.
Yukon Territory, Canada
Eureka's 100% owned Luxor property consists of three non-contiguous claim blocks totalling 360 mining claims. Luxor is located in the Dawson Range Gold Belt, a district of major porphyry, breccia and vein occurrences. Eureka's 100% owned TAK property is also located in the Dawson Range Gold Belt and consists of 82 mining claims.
Neighbouring projects include Goldcorp's Coffee project and White Gold's White Gold project.
Nevada, USA
Eureka owns a 50% interest in the Gemini lithium brine project located approximately 40 kilometres (26 miles) south of North America's only producing lithium mine at Silver Peak, Nevada.
Technical information with respect to Eureka contained in this news release has been reviewed and approved by Kristian Whitehead, P.Geo., the Company's designated Qualified Person within the meaning of National Instrument 43-101.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any Eureka common shares in the United States. The Eureka common shares to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Further information on Eureka can be found on the Company's website at www.eurekaresourcesinc.com and at www.sedar.com, or by contacting Michael Sweatman, President and CEO, by email at info@eurekaresourcesinc.com or by telephone at (604) 449-2273.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this release.
Cautionary Statement Regarding Adjacent Properties and Forward-Looking Information
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, 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 any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to Eureka and Kore was supplied by the parties, respectively, for inclusion herein, and Eureka and its directors and officers have relied on Kore for any information concerning such party, including information concerning the Projects.
This news release contains forward-looking statements relating to the timing and completion of the Transaction, the future operations of the Company, Kore, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Transaction and the future plans and objectives of the Company, Kore, and the Resulting Issuer are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's, Kore's, and the Resulting Issuer's expectations include the failure to satisfy the conditions to completion of the Transaction set forth above and other risks detailed from time to time in the filings made by the Company, Kore, and the Resulting Issuer with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, Kore, and the Resulting Issuer. As a result, the Company, Kore, and the Resulting Issuer cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company, Kore, and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.