VAL-D’OR, Quebec, April 07, 2022 (GLOBE NEWSWIRE) — Cartier Resources Inc. (TSX-V: ECR) (“Cartier”) is pleased to announce the signing of a definitive share purchase agreement with O3 Mining Inc. (“O3 Mining”) for the acquisition by Cartier of all issued and outstanding shares of Chalice Gold Mines (Quebec) Inc. (“Chalice Quebec”), a wholly-owned subsidiary of O3 Mining, which holds a 100% interest in the East Cadillac property contiguous to the Chimo Mine property of Cartier in the Val-d’Or Gold Camp, Quebec, Canada (the “Transaction”).
The purchase price payable by Cartier to O3 Mining for the acquisition of Chalice Québec is 46,273,265 common shares of Cartier (the “Cartier Shares”), representing approximately 17.5% of the proforma outstanding common shares of Cartier at the closing of the Transaction.
Completion of the transaction remains subject to certain closing conditions, including final approval by the TSX Venture Exchange.
Transaction Highlights: Consolidation of Cartier’s Chimo Mine property with O3 Mining’s East Cadillac property for a total land position of 29,754 hectares of land with high potential in the eastern part of the prolific Val-d’Or gold camp (the “Project “), refer Figure 1 and Figure 2.
Advantages: Eliminates boundaries, increases resources and potential for additional ounces, Increased flexibility to strengthen project economics and support project development and construction:
- Cartier will hold a 100% interest in the largest land position east of Val-d’Or:
- Immediate increase in the resource base to 714,400 ounces in the Indicated category and 1,527,400 ounces of gold in the Inferred category (see footnote 1);
- Initial budget designed to augment resources and explore additional potential;
- Significantly increases the territory of exploration and the potential for new discoveries.
- Improved profile and exposure to capital markets;
- Platform for the further consolidation of the district;
- New partnership formed with O3 Mining.
footnote 1: Resources are presented as described in the technical report entitled “NI 43-101 Technical Report and Mineral Resource Estimate for the Chimo Mine Project, Quebec, Canada”, Christine Beausoleil, P. Geo. and Claude Savard, P. Geo., InnovExplo Inc., March 2021” as well as in the technical report entitled: “2019 Technical Report & Mineral Resources Estimate: East Cadillac Gold Project, Val-d’Or, Québec, John Langton, P Geo., Vincent Jourdain, P.Eng., MRB & Associates, April 30and 2019”.
Upon closing of the transaction, Cartier and O3 Mining will enter into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which O3 Mining will have the right to nominate one director for appointment to the board of administration of Cartier. The investor rights agreement will also include, among other things, pre-emption and supplement rights in favor of O3 Mining, a standstill clause for a period of 2 years and an effective share transfer restriction clause. for a period of 3 years.
A technical committee will be formed and composed of one (1) candidate from Cartier and one (1) candidate from O3 Mining for the purpose of providing strategic advice and guidance to Cartier on exploration and development activities. for the project, and to provide a forum for Cartier and O3 Mining to share their views on the exploration, development and progress of the project.
Philippe Cloutier, CEO of Cartier, said: “The acquisition will provide Cartier with the largest landholding along the prolific Larder Lake – Cadillac Fault east of Val-d’Or as well as a strong resource base with significant growth potential. The Simon West, Nordeau West and Nordeau deposits, immediately adjacent to the gold resources of the Chimo Mine property, will provide near-term targets to significantly increase our gold resources.”
Cartier Resources Inc., which was founded in 2006, is an exploration company based in Val-d’Or. Cartier’s projects are all located in Quebec, which consistently ranks among the top mining jurisdictions in the world. Cartier is advancing the development of its flagship Mine Chimo project and is actively exploring its other projects. Cartier has solid cash in excess of $5.5 million and significant corporate and institutional support, particularly with Agnico Eagle Mines, O3 Mining and Quebec investment funds.
The scientific and technical information contained in this press release has been prepared and reviewed by Mr. Gaétan Lavallière, P.Geo., Ph.D, Vice-President of Cartier, and Mr. Ronan Déroff, P.Geo, M.Sc. , senior geologist , project manager and geomatician, both “qualified persons” as defined in National Instrument 43-101 – Disclosure Standards for Mining Projects (“NI 43-101”). Mr. Lavallière approved the information contained in this press release.
Caution Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws that is based on expectations, estimates, projections and interpretations as of the date of this press release. The information contained in this press release regarding Cartier’s completion of the Transaction and any other information that is not historical fact may be “forward-looking information”. Forward-looking information is based on certain assumptions, which could change materially in the future. Any statement involving discussion of predictions, expectations, interpretations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always, using expressions such as “s ‘expects’, or ‘does not expect’, ‘is expected’, ‘interpreted’, ‘management advice’, ‘anticipates’ or ‘does not anticipate’, ‘plans’, ‘budget’, “expected”, “anticipates”, “believes”, “believes” or “intends” or variations of these words and expressions or indicating that certain actions, events or results “could” or “could”, “would”, “could” or “will” be expected to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. Such forward-looking information is based on reasonable assumptions and estimates of the direction of Cartier at the time they were f ait, involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information. These factors include, among others, the risks associated with restarting operations; other measures that could be taken to mitigate the spread of COVID-19; the impact of COVID-19-related disruptions on Cartier’s business operations, including its employees, suppliers, facilities and other stakeholders; the uncertainties and risks that have arisen and may arise in connection with travel, and other financial and social market impacts of COVID-19 and responses to COVID 19. Although the forward-looking information contained in this press release are based on what management believes, or considered at the time to be reasonable assumptions, Cartier cannot assure shareholders and potential purchasers of securities that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be those anticipated, estimated or intended, and neither Cartier nor any other person assumes responsibility for the accuracy or completeness of such forward-looking information. Cartier does not undertake or assume any obligation to update or revise any forward-looking statements or information contained herein to reflect new events or circumstances, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this press release.