TORONTO, ONTARIO–(Marketwired – June 30, 2017) –
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Strata Minerals Inc. (NEX:SMP.H) (the “Company“) has closed the acquisition of interests in mining claims comprising approximately 2,000 acres located in Lemhi County, Idaho (the “Acquisitions“) announced on June 5, 2017 and June 26, 2017 and known as the Arnett Creek Gold Project (“Arnett Creek” or, the “Project“). The Company has issued 5,750,000 common shares (“Common Shares“) and made initial cash payments of approximately $302,500 as consideration for the Acquisitions.
Arnett Creek is an advanced stage exploration project which, together with a number of other contiguous claims, was the subject of three historic geologic resource estimates prepared by Pincock, Allan & Holt (“PAH“) in 1991, 1993 and 1994 (the “PAH Reports“). The Project is situated approximately four miles from the Beartrack open pit heap leach mine which was operated by Meridian Gold Inc. (“Meridian“) from 1994 until 2000 and produced approximately 600,000 ounces of gold. The Beartrack mine closed at a time of low gold prices, below US$400 per ounce.
Strata Minerals will focus its initial exploration efforts at Arnett Creek on a target known as the Little Chief Extension. The Little Chief Extension is reported to be open at depth and faulted off to the north with the faulted extension representing an obvious exploration target.
Strata Minerals also announces the closing of a non-brokered private placement of 6,000,000 units (each a “Unit“) at a price of $0.30 cents per Unit for gross proceeds of $1,800,000 (the “Private Placement“). Each Unit consists of one Common Share and one half of one Common Share purchase warrant (each a “Warrant“). Each whole Warrant will entitle the holder to acquire one Common Share for $0.45 for a period of two years.
In keeping with the Company’s new focus on gold, Strata Minerals has taken steps to change the Company’s name to “Revival Gold Inc.” and its share trading symbol to “RVG”. The name and symbol change are pending regulatory approval.
“Today’s announcement marks the Company’s transition to gold and focus on growth in brownfields mining camps”, said Hugh Agro, President & CEO. “Idaho is one of the more prospective and underexplored States in the U.S.A. where shifting attitudes are increasingly supportive of responsible mining and domestic job creation”.
More detailed information is provided below.
The Arnett Creek Project
A summary of the Acquisitions is provided in the table below:
Arnett Creek Acquisition Agreements
| Claims | Acres | Initial | Payment at Close/Effective Date | 1st Year | 2nd Year | 3rd Year | 4th Year | NSR | Royalty | Residual | |||||||||||
| Interest | C$ | Shares | US$ | US$ | US$ | US$ | Royalty | Buy-Back | Buyout | ||||||||||||
| US$ | Option | ||||||||||||||||||||
| US$ | |||||||||||||||||||||
| Otis Gold Corp.1 | 16 | 331 | 100 | % | $ | 100,000 | 2,750,000 | 0 | 0 | 0 | 0 | 1.0 | % | $ | 2 MM | n/a | |||||
| Bull Run Capital Inc.1 | 68 | 1,405 | 75 | % | – | 3,000,000 | 0 | 0 | 0 | 0 | 1.0 | % | $ | 2 MM | $ | 500,000 | |||||
| Private Individuals2 | 11 | 220 | 100 | % | $ | 202,500 | 0 | $ | 150,000 | $ | 150,000 | $ | 250,000 | $ | 250,000 | 2.0 | % | $ | 2 MM | n/a | |
| 95 | 1,956 | $ | 302,500 | 5,750,000 | $ | 150,000 | $ | 150,000 | $ | 250,000 | $ | 250,000 | |||||||||
| Notes: (1) purchase agreement; (2) option agreement. |
The most recent historic geological resource estimate encompassing Arnett Creek, titled the “PAH 1994 Update of Arnett Creek Conceptual Study” (the “PAH 1994 Update“), reported a historical indicated geologic resource of 12,042,000 tons at 0.027 ounces of gold per ton containing 327,300 ounces of gold and a historical inferred geologic resource of 2,864,000 tons at 0.018 ounces of gold per ton containing 53,000 ounces of gold. Based on reasonable assumptions derived from available reports, the Company estimates that approximately half the historic resource and four of the five mineralized areas included in the PAH 1994 Update are located within Arnett Creek. There are no more recent estimates or data available to the Company.
The PAH 1994 Update utilized a rock-type model. Compositing of assay data was done on ten foot lengths, and high-grade outlier composite grades were capped by rock type. PAH ran geological resources for both the capped and uncapped model and found there to be negligible difference in total ounces between the two models.
Using omni-directional and vertical variograms constructed within the main mineralized zones, PAH selected a search radius of 110 feet in plan and 150 feet vertically. A minimum of three composites were required for a block to be estimated by ordinary kriging. In order for a resource to be classified as indicated, at least one composite had to be within 80 feet of the estimated block or within a mineralized zone. Blocks outside a mineralized zone, and further than 80 feet from a composite, were classified as inferred. These classifications conform to those set out in National Instrument 43-101, 1.2 and 1.3.
The Company notes that the PAH 1994 Update was based on reverse-circulation drilling conducted by American Gold Resources Inc. Subsequent geological work conducted by Meridian in 1997 consisted of eleven diamond drill holes, three of which were twins of previous reverse-circulation holes. While these twin holes confirm the presence of gold from earlier drilling, they also demonstrate the high variability of gold grades over the short distances between twined holes and suggest that the results from reverse- circulation drilling below the water table may not always be reliable.
The Company believes that the historic drilling and the PAH 1994 Update support the existence of a significant mineralized system. However, any future resource estimates by the Company will be based on a larger component of core drilling and will use specific gravity measured from drill core samples.
In early 1998, Meridian submitted a two‐year proposal to the U.S. Forest Service for exploration at Arnett Creek and area. However, in mid-1998, Meridian terminated its involvement in the project, returning the claims to their original owners. No major exploration activities have been recorded since.
The Company cautions that the PAH Reports were prepared prior to the implementation of National Instrument 43-101. Accordingly, the PAH 1994 Update does not constitute a mineral resource or a mineral reserve as defined by National Instrument 43-101. The Project will require considerable further evaluation in order to verify the PAH 1994 Update. As of the date of this news release, a qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and Company is not treating the historical estimate as a current mineral resource or mineral reserve.
Private Placement
The Company paid a commission on a portion of the Private Placement to a finder. The commission paid to the finder consisted of a cash payment of $29,124 and the issuance to the finder of 97,080 agent’s warrants exercisable into Common Shares at $0.30 per agent’s warrant for a period of 24 months following the closing of the Private Placement.
Proceeds from the financing will be used, in part, to fund the Acquisitions and the preliminary Arnett Creek exploration program including data compilation, permitting and approximately 6,000 feet of core hole drilling.
In connection with the Private Placement, Hugh Agro, Carmelo Marrelli and Michael Mansfield, all Directors of the Company (collectively “Insiders“), have acquired 188,501 Units in the aggregate. This issuance of Common Shares and Warrants to Insiders is considered a “related party transaction” as such term is defined under MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under MI 61-101 on the basis that participation in the Private Placement by Insiders does not exceed 25% of the fair market value of the Company’s market capitalization.
Graduation to Tier II of the Exchange
The Acquisitions constitutes a Fundamental Acquisition as such term is defined in the policies of the TSX Venture Exchange. Having completed the Acquisition, following the approval of the TSX Venture Exchange, the Company will graduate to Tier II of the Exchange.
In partial fulfilment of the requirements for graduation to Tier 2, the Company has appointed Mr. Marrelli to serve as the Company’s Chief Financial Officer. This position was previously held by Mr. Agro, who will continue to serve as the Company’s President and Chief Executive Officer and Corporate Secretary.
Early Warning Reports
Immediately prior to the Private Placement, Mr. Agro directly or indirectly held 2,519,225 Common Shares and 125,000 options to acquire Common Shares or approximately 20.4% of the then issued and outstanding Common Shares on a partially diluted basis. Mr. Marrelli directly or indirectly held 1,332,857 Common Shares and 75,000 options to acquire Common Shares, or approximately 10.8% of the then issued and outstanding Common Shares on a partially diluted basis.
Pursuant to the Private Placement, Mr. Agro acquired 223,501 Units and Mr. Marrelli acquired 50,000 Units. Following the Private Placement and completion of the Acquisitions, Mr. Agro holds 2,742,726 Common Shares, 125,000 options and 111,750 Warrants, or approximately 12.0% of the total number of issued and outstanding Common Shares on the partially diluted basis. Following the Private Placement and completion of the Acquisitions, Mr. Marrelli holds 1,382,857 Common Shares, 75,000 options and 25,000 Warrants, or approximately 6.0% of the total number of issued and outstanding Common Shares on the partially diluted basis.
The Units were acquired by Messrs. Agro and Marrelli for investment purposes, and depending on market and other conditions, they may from time to time in the future increase or decrease his ownership, control or direction over securities of the Company through market transactions, private agreements, or otherwise. For the purposes of this notice, the address of Mr. Agro and Mr. Marrelli is 145 King St. W., Suite 2870, Toronto, Ontario, M5H 1J8.
In satisfaction of the requirements of the National Instrument 62-104 – Take-Over Bids And Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Early Warning reports respecting the acquisitions of Common Shares by Mr. Agro and Mr. Marrelli will be filed under the Company’s SEDAR Profile at www.sedar.com.
Scientific and technical information in the press release has been reviewed and approved by Steven T. Priesmeyer, C.P.G., a consultant to the Company and a Qualified Person under National Instrument 43- 101.
About Strata Minerals Inc.
Strata Minerals Inc. is a growth focused gold exploration and development company. The Company holds rights to a 100% interest in the Arnett Creek Gold Project located in Lemhi County, Idaho.
In addition to its interests in Arnett Creek, the Company is pursuing other gold exploration and development opportunities and holds a 51% interest in the Diamond Mountain phosphate project located in Uintah County, Utah.
Additional disclosure of the Company’s financial statements, technical reports, material change reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR at www.sedar.com.
For further information, please visit www.revival-gold.com
Cautionary Statement
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This News Release includes certain “forward-looking statements”. These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management’s expectations. Forward- looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, the relevance and reliability of the resource estimates in the PAH Reports, results of exploration, project development, reclamation and capital costs of the Company’s mineral properties, and the Company’s financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: the resource estimates in the PAH Reports may not be accurate, valid or complete; changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.
Investor Relations Manager
(416) 366-4100
info@revival-gold.com
www.revival-gold.com