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TORONTO, Aug. 28, 2024 (GLOBE NEWSWIRE) -- Vicunau Metals Corp. ("Vicunau" or the "Company") is pleased to announce that it has executed a letter of intent, dated December 1, 2023, with 1287409 B.C. Ltd., a corporation incorporated under the Business Corporations Act (British Columbia) and a reporting issuer controlled by Medalist Capital Ltd. ("MedalistCo"), pursuant to which the Company and MedalistCo have agreed to, among other things, complete a transaction (the "Proposed Transaction") that will result in the "reverse takeover" of MedalistCo by Vicunau in accordance with Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange (the "TSXV") and shall result in the common shares (the "Resulting Issuer Shares") of the resulting issuer from the Proposed Transaction (the "Resulting Issuer") becoming listed on the TSXV. The parties intend to enter into a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement"). The Proposed Transaction remains subject to the approval of the TSXV.
Concurrent with the Proposed Transaction, Vicunau has entered into an engagement agreement, dated July 12, 2024, with Haywood Securities Inc. ("Haywood"), on its own behalf and on behalf of Canaccord Genuity Corp. ("Canaccord" and together with Haywood, the "Agents"), as co-lead agents and joint bookrunners, pursuant to which the Agents have agreed to sell, on a "best efforts" private placement basis, up to 37,038,000 subscription receipts of Vicunau (the "Subscription Receipts") at a price of C$0.27 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of up to C$10,000,260 (the "Concurrent Offering"). Closing of the Concurrent Offering is expected to occur on or about the week of September 23, 2024, or such other date as agreed between the Agents and Vicunau, each acting reasonably. Vicunau has also granted the Agents an option to sell up to an additional C$1,500,000 in Subscription Receipts at the Issue Price, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Concurrent Offering.
Highlights of Vicunau Metals:
Vicunau is the largest independent land holder in the area surrounding the Norte Abierto gold-copper deposit, currently subject to a joint venture between Barrick Gold Corporation and Newmont Corporation. Norte Abierto is among the largest gold and copper deposits in South America (approximately 53 million ozs of gold & 14 billion lbs of copper)1.
Vicunau's team has a proven track record of major discoveries, having discovered one of the largest copper mines (Escondida, controlled by BHP Group Limited) in the world, as well as one of the largest gold deposits (Norte Abierto controlled by Barrick-Newmont) in Chile.
Vicunau has consolidated several property blocks at the juncture where the Maricunga Gold Belt meets the emerging Vicuña Copper Belt, and holds a 100% interest in its properties with no debt, option payments, exploration expenditures, or royalties, with potential to continue consolidating additional properties.
Vicunau's flagship property has had promising initial drilling, with high grade copper & gold on surface, in addition to 5,600 m of trenching, with a large 2.5 km2 high-charge anomaly close to surface.
Vicunau, as the Resulting Issuer, will be fully funded for 2 years of robust drilling, focused on its copper-gold or gold-copper porphyry targets, with the aim of establishing a maiden mineral resource.
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1https://s25.q4cdn.com/322814910/files/doc_news/2024/02/Geologically_Driven_Asset_Management_Delivers_Third_Successive_Year_of_Reserve_Growth.pdf#page=7
Terms of the Proposed Transaction
As will be set out in the Definitive Agreement, MedalistCo is expected to acquire all of the issued and outstanding common shares of the Company (the "Vicunau Shares") pursuant to a three-cornered amalgamation to be completed under the Business Corporations Act (Ontario) among Vicunau, MedalistCo, and a wholly-owned subsidiary of MedalistCo to be incorporated for the purpose of completing the amalgamation (the "Amalgamation"). The Amalgamation is expected to result in the issuance, to each shareholder of Vicunau (each, a "Vicunau Shareholder"), of one (1) post-Consolidation (as defined herein) Resulting Issuer Share for each one (1) Vicunau Share held by such holder immediately prior to the closing of the Proposed Transaction (the "Closing"). As part of the Amalgamation, all convertible securities of Vicunau outstanding immediately prior to the Closing are expected to be replaced with or exchanged for equivalent convertible securities of the Resulting Issuer entitling the holders thereof to acquire or receive post-Consolidation Resulting Issuer Shares in lieu of Vicunau Shares, subject to adjustment in connection with the Proposed Transaction.
The Amalgamation will result in the reverse takeover of MedalistCo by the Vicunau Shareholders. Following the completion of the Proposed Transaction, MedalistCo, being the Resulting Issuer, is expected to carry on the current business of Vicunau, being the exploration and development of Vicunau's mineral properties in Chile.
As will be further set out in the Definitive Agreement, MedalistCo is expected to, prior to the Closing, (i) effect a consolidation or reverse consolidation (the "Consolidation") of its outstanding common shares at a consolidation ratio to be agreed upon by the parties; and (ii) effect a change of its corporate name to such name as may be determined by Vicunau and approved by the shareholders of MedalistCo and is acceptable to the applicable regulatory authorities, including the TSXV. After giving effect to the Consolidation, the product obtained ...
