African Metals Corporation to File its Agreement on the Silver Bell - St. Lawrence Gold Project, Montana to the TSX Venture Exchange for Review
TORONTO, January 29, 2021 - African Metals Corp. ("African Metals" or the "Company") (TSXV:AFR.H) [formerly AFR] announces that, pursuant to the rules and policies ("TSXV Rules") of the TSX Venture Exchange ("TSXV") and in connection with its application to the TSXV for reactivation of trading of its common shares on the TSXV as a Tier 2 issuer, the Company will be making a filing to the TSXV respecting the acquisition of its interest in 2019 in the Silver Bell - St. Lawrence Gold Project, in the Virginia City Mining District of Montana, U.S.A (the "Project") pursuant to its agreement ("Assignment Agreement") with Frederick Private Equity Corporation ("Frederick PEC"), which acquired its interest in the Project from Peloton Minerals Corp. ("Peloton") through Peloton's wholly-owned subsidiary SBSL Subsidiary Corporation ("SBSL") pursuant to an Exploration Agreement with Venture Option (the "Peloton-Frederick Agreement"). The Project comprises a 390-acre claim package located about 4 miles southwest of Virginia City in Madison County, Montana, and about 50 miles southeast of Butte, Montana. There is also an area of interest around the Project. John O'Donnell is an officer and/or director of Peloton, Frederick PEC and the Company, and, as such, recused himself from the approval process of the transactions.
The acquisition by the Company of its interest in the Project pursuant to the Assignment Agreement constituted a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and a "Reviewable Transaction" under the TSXV Rules. The Company did not obtain prior acceptance from the TSXV of such acquisition pursuant to the TSXV Rules. Further details in respect of such acquisition will be included in a material change report to be filed by the Company following receipt of all necessary approvals in connection with this acquisition, including approval from the TSXV.
As announced on April 26, 2019, under the Assignment Agreement, the Company may initially earn a 51% interest in the Project by making annual US$10,000 option payments and spending US$1,000,000 in exploration expenditures within four years with a minimum of $200,000 in expenditures during the first year. As at May 31, 2020, the Company has made US$213,945 in exploration expenditures.
Frederick PEC acquired its interest in the Project from Peloton (CSE Symbol: PMC) (OTCQB Symbol: PMCFF) through Peloton's wholly owned subsidiary SBSL pursuant to the Peloton-Frederick Agreement. Under the Peloton-Frederick Agreement, Frederick PEC may earn up to a 75% interest in the Project by spending a total of US$2,000,000 in exploration expenditures within six years and make annual option payments.
Frederick PEC may first earn a 51% interest in the Project by making annual US$10,000 option payments to SBSL and spending US$1,000,000 in exploration expenditures within four years with a minimum of $200,000 in expenditure during the first two years. Frederick PEC may earn a further 24% interest (the "Second Earn-In Option") in the Project by then making annual US$25,000 option payments and spending an additional US$1,000,000 in exploration expenditures over a two-year period following the establishment of the first 51% interest, for a total of US$2,000,000 to earn a 75% interest. After Frederick PEC has earned either a 51% or a 75% interest, as the case may be, a mining venture or mining company may be formed with respect to the Project, and Frederick PEC and Peloton will contribute their respective share of further exploration and development expenditures. In the event that either party's interest is diluted to ten percent (10.0%) or less, it shall relinquish its interest to the other party, in return for a royalty agreement that conveys to the diluting party a royalty of one percent (1.0%) of net smelter returns on all minerals thereafter produced and removed from the Project. The nondiluting party may, at any time, buy-down that royalty by one-half percent (0.05%), so that the total royalty is one-half percent (0.05%) of net smelter returns, by paying US$250,000 to the royalty holder. The Project is subject to an earlier outstanding 2% NSR, the majority of which can be bought down to one percent (1%), and a buy down option on the remaining claims is being sought.
In order to earn its 51% interest, the Company must make all of the exploration expenditures and annual option payments required to be made to SBSL to exercise its option to earn a 51% interest in the Project and has agreed to expend the minimum exploration expenditures to be made ($200,000) within one year of the execution of this Agreement.
Frederick PEC retains the right to earn the additional 24% Second Earn-In Option if it chooses to do so. If it elects not to earn the Second Earn-In Option, it shall transfer and assign the right to do so to the Company upon payment to Frederick PEC of 1,000,000 fully paid and non-assessable common shares of the Company or an Affiliate company into which the rights under this Agreement may have been further transferred or assigned by the Company, subject to all regulatory and stock exchange requirements. To be clear, this provision shall not apply unless the Company is successful in having its current cease trading order lifted, otherwise this provision shall be null and void with no force and effect. In such event, the Company will be responsible for funding all additional exploration expenditures and option payments required to earn the Second Earn-In Option. If Frederick PEC elects to earn the Second Earn-In Option, it shall make the necessary exploration expenditures and option payments required to earn the Second Earn-In Option, provided however that the Company will be responsible for paying its proportionate share of such exploration expenditures and option payments equal to a ratio of 51 to 24 reflecting the respective proportionate interests of the parties in the Property. In the event that the Company does not contribute its proportionate share of such exploration expenditures and option payments and Frederick PEC has earned the Second Earn-In Option, the interest of the Company shall be diluted to 24% and the interest of Frederick PEC shall be increased to 51%.
If Frederick PEC completes an initial offering of its securities to raise funds to cover its activities, it shall offer at least half of such securities to the shareholders of the Company in proportion to their shareholdings in the Company with or without a back stop or standby purchaser agreement. Such right is limited to the first offering of securities by Frederick.
Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
About African Metals
African Metals is a mineral exploration company whose current sole project is its Silver Bell St. Lawrence Project in Montana. The Project hosts two past producing gold-silver mines, the Silver Bell Mine on the west and the St. Lawrence Mine on the east. Both mines operated in the early 1900s and the St. Lawrence was reactivated and operated in the early 1980s. In a press release dated March 2, 2020, the Company announced that it had received an encouraging report from Dr. John Childs, PhD of Childs Geoscience Inc. of Bozeman, Montana, project geologist on drilling completed in late 2019 at the Silver Bell St. Lawrence Project. Results of that report are set out in that press release for which Dr. Childs was the qualified person responsible for approving the technical information contained therein.
For more information, please contact Daniel Gregory, Chief Financial Officer at (416) 709-9266 or by email at dangregory811@gmail.com.
Forward-Looking Information:
This news release contains certain forward-looking statements ("FLS") relating to the Company's plans, expectations, intentions and beliefs in connection with its business, including, without limitation, the application in respect of the acquisition of the Company's interest in the Project, the application to be submitted by the Company to the TSXV to reactivate trading on the TSXV as a Tier 2 issuer, statements in respect of the filing of a material change report and receipt of necessary approvals, including approval from the TSXV, and the payments, expenditures and transactions to be made or completed, as applicable, under the Assignment Agreement and/or the Peloton-Frederick Agreement. FLS can be identified by forward-looking words such as "proposed", "intends", "expects", "potential", "estimated", "anticipated", "may" and "will" or similar words suggesting future outcomes or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Such FLS reflect management's current beliefs and are based on information currently available to management. FLS involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements, and there can be no assurance that actual results will be consistent with these FLS. Factors that could cause such differences include, without limitation: the inability of the Company to obtain the TSXV's approval respecting its listing of the Common Shares on the TSXV as a Tier 2 issuer and the reinstatement of trading of the Common Shares; risks related to general economic and market conditions and financial markets; economic, social and market conditions related to the COVID19 global pandemic; the worldwide economic and social impact of COVID-19; the duration and extent of COVID-19; changes in general economic conditions; the imposition of government restrictions on business related to COVID-19, any positive cases of COVID-19 at a project site or in the area which may cause a reduction or suspension in operations and activities which may ultimately affect and delay the exploration timeline; changes in prices for gold and other metals; and other as yet unknown or unidentified risks. This list is not exhaustive of the factors that may impact the Company's FLS. These and other factors should be considered carefully, and readers should not place undue reliance on the Company's FLS. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable and does not believe that the worldwide COVID-19 situation will have any immediate or long-term effect on its project, as a result of the foregoing and other factors, no assurance can be given as to the occurrence of these future events, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these FLS. The factors underlying current expectations are dynamic and subject to change.
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