VANCOUVER, BRITISH COLUMBIA–(Marketwired – April 18, 2017) – Accend Capital Corporation (the “Company“) (TSX VENTURE:ADP.H) is pleased to announce that it has entered into a letter of intent effective April 13, 2017, pursuant to which the Company has agreed to acquire 100% of the Block 103 iron ore property (“Block 103” or the “Property“) from ML Gold Corp. (TSX VENTURE:MLG) (“ML Gold“) an arm’s length party (the “Transaction“).
Block 103 is a series of Newfoundland and Labrador mineral licenses, located in the Labrador Trough, Labrador, approximately 30 kilometres (km) northwest of the mining town of Schefferville, Quebec. The Labrador Trough is a well-known iron ore producing region. The Property is adjacent to Tata Steel Canada’s iron mining operations, Wuhan Iron and Steel (Group) Corp. (WISCO)’s operations and the New Millennium Iron Corp.’s NuTac-KeMag deposit. Block 103 was subject to extensive exploration and geological work by ML Gold (formerly Cap-Ex Iron Ore Ltd.) from 2011 to 2013, including 28,000 metres of drilling in 115 drill holes.
Block 103 has an inferred iron ore resource of 7.2 billion tonnes at 29.2% total iron and 18.9% magnetic iron. The inferred resource covers an area with a strike length of approximately 4 km and a width of 2.5 km. Based on available information, including drilling and magnetic airborne surveys, the banded iron formations hosting the inferred resource extend the length of the Block 103 Property, over 12 km, indicating mineralized zones remain open toward the northwest, southeast and at depth. Block 103 is located close to rail infrastructure which provides potential for access to port facilities at Sept Iles, Quebec.
Information concerning the inferred resource on Block 103 was obtained from a preliminary economic assessment (“PEA”) on the Property prepared for ML Gold by Watts, Griffis and McQuat Limited (WGM), and BBA Inc., consulting geologists and engineers, effective June 27, 2013. The PEA was filed on SEDAR by ML Gold on August 6, 2013. The Company considers this resource to be a “historical estimate”, and is not treating it as a current resource. Discussions are underway with WGM and BBA to prepare a current 43-101 compliant report on Block 103.
In consideration for the Property, the Company has agreed to complete a series of cash payments and share issuances to ML Gold on the following terms:
| Closing: | A cash payment of $200,000 and the issuance of 12,000,000 common shares of the Company (the “Consideration Shares“). | |
| Two-year Anniversary of Closing: | A cash payment of $800,000 (ML Gold will be entitled to receive 10% of the gross proceeds of any financing completed by the Company following closing of the Transaction as a credit towards this payment). | |
| Completion of Pre-Feasibility Study on the Property: | A cash payment of $5,000,000, or at the election of the Company an equivalent value of common shares of the Company. | |
| Completion of Bankable Feasibility Study on the Property: | A cash payment of $15,000,000 or, at the election of the Company, an equivalent value of common shares of the Company. |
The Consideration Shares will be subject to the terms of a voluntary pooling arrangement in accordance with the policies of the TSX Venture Exchange (the “Exchange“).
In connection with the proposed Transaction, the Company intends to complete a non-brokered private placement of up to 10,000,000 units (each, a “Unit“) at a price of $0.20 per unit for gross proceeds of up to $2,000,000 (the “Financing“). Each Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant. Each whole warrant will entitle the holder to acquire a further common share of the Company at a price of $0.40 per share for period of twenty-four months, subject to accelerated expiry in the event the common shares of the Company trade on the Exchange at a price of $0.75 or higher for ten consecutive trading days. All securities to be issued by the Company pursuant to the Transaction and the Financing will be subject to a four-month hold period.
The Transaction constitutes a “Qualifying Transaction” for the Company under Exchange Policy 2.4 – Capital Pool Companies. Following completion of the Transaction, it is anticipated that the Company will be listed on the Exchange as a Tier 2 Mining Issuer under the name “Maple Leaf Iron Corp.” Closing of the Transaction is subject to a number of conditions including completion of satisfactory due diligence, entering into a definitive agreement, completion of the Financing, completion of a technical report in respect of the Property, approval of the Exchange and satisfaction of other closing conditions as are customary in transactions of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Trading in the common shares of the Company will remain halted pending further filings with the Exchange. The Transaction is not a Non-Arm’s Length Transaction as that term is defined in the policies of the Exchange. The Transaction is not subject to shareholder approval.
Further information regarding the Transaction, including a detailed use of proceeds for the Financing and details regarding the proposed board and management of the Company will be made available in due course. Readers are encouraged to review the filing statement which will be prepared by the Company in connection with the Transaction and made available under the Company’s profile on SEDAR.
Simon Clarke, Director of the Company stated, “we are pleased to announce the acquisition of this world-class iron ore deposit which we believe is the world’s largest wholly-owned iron ore magnetite resource. With a growing global focus on the need to produce higher quality iron ore products and to reduce the environmental impacts associated with traditional steel making, especially in parts of Asia, the potential to produce clean, high-quality iron ore products from Canada is better than ever.”
Andy Bowering, Chairman of ML Gold commented, “we have always believed that the Block 103 iron ore property is a world-class asset. We are very pleased with the proposed transaction as it will bring the focus, resources and attention needed to create and unlock value for shareholders of both the Company and ML Gold.”
This news release has been reviewed by Adrian Smith, P.Geo., a Qualified Person as that term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
On behalf of the Board,
Accend Capital Corporation
Andy Edelmeier, Chief Executive Officer
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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 used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for iron ore, changes in exploration costs and government regulation in Canada and the Province of Newfoundland, status of aboriginal title and associated rights, and other factors 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 affections such statements and information other than as required by applicable laws, rules and regulations.
Andy Edelmeier
Chief Executive Officer
604.897.8149
andy.edelmeier@gmail.com
Accend Capital Corporation
Simon Clarke
Director
604.551.9665
simonclarke@telus.net