TORONTO, ON (April 13, 2021) - Maritime Resources Corp. (TSX.V: MAE) (“Maritime” or the “Company”) is pleased to announce the closing of the transactions contemplated by the asset purchase agreement with two subsidiaries of Rambler Metals and Mining PLC, namely Rambler Metals and Mining Canada Limited and 1948565 Ontario Inc. (together, “Rambler”) previously announced on December 23, 2020 in respect of the purchase by the Company (the “Acquisition”) of the gold circuit at the Nugget Pond metallurgical facility in the Baie Verte mining district of Newfoundland and Labrador, the Lac Pelletier gold project in Rouyn Noranda, Québec and several other exploration properties and royalty interests in key mining camps across Canada (collectively, the “Assets”). Sprott Capital Partners LP acted as advisor to Maritime in connection with the Acquisition and will be issued 400,000 Common Shares in consideration for such services.
Pursuant to the terms of the Asset Purchase Agreement, the consideration paid by the Company for the Assets was comprised of the assumption of certain liabilities associated with the Assets, the payment of US$2,000,000 in cash, and the issuance of a number of common shares in the capital of the Company (the “Common Shares”) equal to $500,000, based on the 30-day volume average weighted price of the Common Shares as of the closing date of the Acquisition, representing 3,571,428 shares issued at a price of $0.14. In addition, a deposit of $200,000 was paid to Rambler on March 12, 2020.
Maritime is also pleased to announce the closing of a strategic investment by Tembo Capital (“Tembo”). Tembo has acquired 30,770,000 Common Shares representing approximately 7.7% of the Common Shares calculated on an undiluted basis, at a price of $0.13 per Common Share for a total investment of $4,000,100 via a non-brokered private placement.
“The closing of the asset purchase agreement with Rambler and the equity investment from Tembo Capital places the Company in a strong financial position to continue advancing the Hammerdown Gold Project towards a development decision. The addition of the Nugget Pond gold circuit is a key component in de-risking the project, and a collaborative approach to utilize an existing asset within the Province which minimizes the environmental footprint of a future new development such as Hammerdown,” commented Garett Macdonald, President and CEO of Maritime.
The Common Shares issued in connection with the Acquisition and issued to Tembo are subject to a standard four month and one day hold period expiring August 13, 2021. Completion of the Acquisition and the share issuance to Tembo is subject to final acceptance by the TSX Venture Exchange. Certain matters related to the gold circuit remain subject to final approval of applicable governmental authorities and certain of the other Assets require completion of final transfer matters.
Assets Acquired
Nugget Pond gold circuit – an existing carbon-in-pulp leach plant that last operated in 2012 and was previously used to process ore from the Hammerdown mine. The gold circuit is located within an active copper processing and tailings storage complex currently operated by Rambler. Maritime will complete a feasibility study to determine the optimal configuration to operate both the Nugget Pond gold circuit and copper concentrator concurrently and independently without any impact on Rambler’s current operations.
Lac Pelletier gold property – located in Rouyn Noranda, Québec approximately five km south of Glencore’s Horne smelter and three km north of the Cadillac Larder-Lake Break in the Abitibi Greenstone Belt.
A portfolio of Canadian mineral exploration properties and currently non-producing royalty interests including the Gold Hawk property (2% NSR) and Valdora property (1% NSR) near Val-d’Or, Québec in the Abitibi Greenstone Belt.
About Maritime Resources Corp.
Maritime holds a 100% interest, directly and subject to option agreements entitling it to earn 100% ownership, in the Green Bay Property, including the former Hammerdown gold mine and the Orion gold project plus the Whisker Valley exploration project, all located in the Baie Verte Mining District near the town of King’s Point, Newfoundland and Labrador. The Hammerdown Gold Project is characterized by near-vertical, narrow mesothermal quartz veins containing gold associated with pyrite. Hammerdown was last operated by Richmont Mines between 2000-2004.
About Tembo Capital
Tembo is a mining-focused private equity fund group, which has a strong track record of identifying and supporting emerging resource companies. The Tembo team has significant technical expertise and mining finance experience. Tembo has a strong focus on investing in projects that meet high standards of ESG performance.
On Behalf of the Board:
Garett Macdonald, MBA, P.Eng.
President and CEO |
