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Pursuant to the Option Agreement, the Company can acquire a seventy-five percent interest in the Property, in two phases. Initially, the Company can acquire a fifty-one percent interest in the Property by completing the following payments and incurring the following exploration expenditures on the Property:
Payments
on closing, paying
$350,000 (paid) and issuing 1,111,111 common shares to the Vendor (issued);by the eighteen-month anniversary of closing, paying
$1,450,000 , of which up to$1,000,000 may be paid in common shares, based on the 20-day volume-weighted average closing price calculated on the day of issuance (VWAP”), at the election of the Company;by the second anniversary of closing, paying
$1,800,000 , of which up to$1,000,000 may be paid in common shares, based on the VWAP, at the election of the Company; andby the third anniversary of closing, paying
$2,500,000 , of which up to$1,500,000 may be paid in common shares, based on the VWAP, at the election of the Company.Exploration Expenditures
at least
$1,250,000 by the eighteen-month anniversary of closing;at least a further
$1,750,000 by the second anniversary of closing; andat least a further
$2,500,000 by the third anniversary of closing.
After acquiring a fifty-one percent interest, the Company can increase the interest to seventy-five percent by: (i) completing a payment to the Vendor of
No common shares will be issuable to the Vendor at a deemed price of less than
Assuming the Company exercises any portion of the option and acquires an interest in Property, the parties intend to form a joint venture for the ongoing development of the Property. The Property is subject to an existing two percent net smelter returns royalty owing to a former owner, and the Company has agreed to grant a further two percent royalty to the Vendor. One-half (1.0%) of the royalty to be granted to the Vendor can be purchased at any time by completing a one-time cash payment of
The Company has now satisfied the outstanding conditions to completion of the transactions contemplated by the Option Agreement and has completed an initial cash payment of
In connection with completion of the transactions contemplated by the Option Agreement, the Company has commissioned a new geological report (the “Report”) in respect of the Property. Once completed, a copy of the Report will be made available under the profile for the Company on SEDAR (www.sedar.com). Final approval of the Option Agreement by the Exchange remains subject to the filing of the Report.
Non-Brokered Private Placement
The Company also announces that it will offer up to five million units (each, a “Unit”) by way of non-brokered private placement at a price of
In connection with the placement, the Company may pay finders’ fees to eligible third parties that have assisted in introducing subscribers to the Company. All securities to be issued in connection with the placement will be subject to a four-month-and-one-day statutory holdperiod in accordance with applicable securities laws. Completion of the placement remains subject to the approval of the Exchange.
About the
*The historical resource is described in Technical Report on the
About
Qualified Person
The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed on behalf of the company by
ON BEHALF OF THE BOARD OF TISDALE CLEAN ENERGY CORP.
“Alex Klenman”
Neither the
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules, and regulations.
For further information please contact:
Tel: 604-970-4330
info@tisdalecleanenergy.com
Suite 2200,
Vancouver, BC, V6C 3E8, Canada
www.tisdalecleanenergy.com
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