Mr. Scott Ackerman reports
RIPPER OIL AND GAS ENTERS INTO LETTER OF INTENT TO ACQUIRE NEVADA VANADIUM PROPERTY
Ripper Oil and Gas Inc. has entered into a letter of intent dated Oct. 1, 2018, with Casino Gold Corp. pursuant to which the company has agreed to acquire all of the issued and outstanding securities of 2656066 Ontario Ltd. (Holdco), a wholly owned subsidiary of Casino Gold.
Casino Gold is a privately owned Canadian mining company, which owns 100 per cent of a vanadium project located in Nevada (the Iron Point vanadium project), through Holdco. Upon completion of the acquisition, Ripper will own 100 per cent of Holdco in consideration for the issuance to Casino Gold of 41,837,681 postconsolidation common shares of the company. The securities of Ripper to be issued to Casino Gold on the acquisition will be subject to a four-month hold period, in addition to the escrow requirements of the TSX Venture Exchange.
Iron Point vanadium project
The Iron Point vanadium project is host to a vanadium-rich mineralized zone. The project is located 22 miles east of the town of Winnemucca, Nev., along the Battle Mountain trend. The Southern Pacific and the Western Pacific railways both border the property's northern boundary. Interstate 80 cuts through the property, as well as high-voltage transmission lines. The 522-megawatt North Valmy generating station is located nine miles east of the property.
Iron Point was initially evaluated for vanadium by the Standard Slag Company in 1962. It was then subject to a combination of core and reverse circulation drilling by Newmont for vanadium in 1966, which suggested an extensive area of mineralization. In 1996, Aur Resources conducted a drill program, exploring for gold, but also assaying for vanadium. Drill results revealed a roughly circular mineralized zone approximately 1,000 metres in diameter that generally coincides with Newmont's prior drill targets. Vanadium values extend down to a depth of 200 metres.
Aur Resources' drill core and pulps have been preserved and were reanalyzed by Casino Gold in August, 2018, using a more rigorous sample digestion procedure that verified Aur's original assay results but also indicated that the Aur assay work may have underestimated the vanadium grades. Casino Gold also sampled a number of historical trenches that exposed mineralization over a 230-metre length. Casino's best sample line returned 0.858 per cent V205 over 29 metres of continuous cut, with individual samples ranging from 0.3086 per cent to 1.5017 per cent V205. Vanadium mineralization at Iron Point is hosted in the Vinini formation, which is exposed on the property over a strike length of 4,500 metres. Potential therefore exists for substantially expanding upon the area of historical mineralization tested by Newmont and Aur Resources. All samples are analyzed for vanadium by American Assay Labs out of Sparks, Nev., using its ICP-5A035 multielement geochemical package, which involves a five-acid digestion (HNO3, HF, HCIO4, HCI and H3BO3) of a 0.5-gram split and ICP-OES finish. The detection limit for vanadium is one part per million, while the upper limit is 10,000 ppm. American Assay Labs is accredited by the International Accreditation Service.
The above extraction data have been confirmed by the company and its qualified person under National Instrument 43-101.
Upon closing of the acquisition, Casino Gold will retain a 1-per-cent NSR (net smelter royalty) on the Iron Point vanadium project, with Ripper maintaining a right of first refusal on the repurchase of the NSR. Further information on Holdco, including current financial statements, and a geological report in accordance with National Instrument 43-101 in respect of the Iron Point vanadium project are currently being prepared for filing with the exchange, and will be filed and posted on SEDAR when available.
Prior to completion of the proposed acquisition, Ripper intends to complete a non-brokered private placement financing, to raise up to $5.95-million through the issuance of up to 17 million subscription receipts at 35 cents per subscription receipt. The pricing of the financing was determined in the context of the market. The proceeds of the financing will be held in escrow, pending the company receiving all applicable regulatory approvals, completing the share consolidation described below and completing the acquisition. Upon satisfaction of the escrow conditions, each subscription receipt will automatically convert into one postconsolidated common share of the company for no additional consideration. If the acquisition is not completed on or before Jan. 31, 2019, the financing proceeds will be returned to the subscribers. Finders' fees may be payable to arm's-length parties which introduce the company to subscribers, in accordance with the policies of the exchange.
The company has agreed to issue additional shares to certain lenders which may advance up to $1-million directly to Holdco, for mutually agreed-upon exploration work on the Iron Point vanadium project, prior to closing of the acquisition. These loans will be settled through the issuance of up to five million postconsolidated shares of the company on completion of the acquisition. Subject to the approval of the exchange, the company has also agreed to pay a finder's fee of up to 2,434,741 postconsolidated common shares to certain finders in connection with the acquisition, with such fee being payable on closing of the acquisition.
Board and management changes
On completion of the proposed acquisition, the company's board of directors and senior management team will be reconstituted to include the following directors and officers.
Paul Matysek -- executive chairman and director
Mr. Matysek is a serial entrepreneur, geochemist and geologist with over 30 years of experience in the mining industry. Since 2004 as chief executive officer or chairman, Mr. Matysek has primarily focused on the exploration, development and sale of five publicly listed companies, in aggregate worth over $2-billion. Most recently, he was executive chairman of Lithium X Energy Corp., which was sold to Nextview New Energy Lion Hong Kong Ltd. for $265-million in cash. Mr. Matysek was president and chief executive officer of Goldrock Mines Corp., which sold to Fortuna Silver Mines in July, 2016. He was previously CEO of Lithium One, which merged with Galaxy Resources of Australia, to create an integrated lithium company. He served as CEO of Potash One, which was acquired by K+S Ag for $434-million cash in a friendly takeover in 2011. Mr. Matysek was also the co-founder and CEO of Energy Metals Corp., a uranium company that expanded from a market capitalization of $10-million to approximately $1.8-billion when sold in 2007.
Collin Kettell -- director and chief executive officer
Mr. Kettell is a private investor with a highly successful investment background in the mining sector. Mr. Kettell comes from a family with deep ties to mining and many past successes, including co-founding AuEx Ventures, the company responsible for discovering the Long Canyon deposit, which was ultimately acquired by Newmont Mining for $2.2-billion. Mr. Kettell is manager and co-founder of Palisade Global Investments Ltd., an investment company investing primarily in the junior resource sector. Mr. Kettell is also chairman and co-founder of Goldspot Discoveries Inc., an Ontario-based technology company that is the leader in machine learning and artificial intelligence as it pertains to the resource exploration business. Goldspot Discoveries is backed by several billion-dollar mining companies, including Hoschild Mining, and Eric Sprott. Additionally, Mr. Kettell is a co-founder and director of New Found Gold Corp., a gold-focused exploration company moving toward a go-public transaction. New Found Gold is the second-largest landholder in all of Newfoundland and Labrador. Mr. Kettell is the president and CEO of Casino Gold and Radio Fuels Corp., resource land banks focused on Nevada and Saskatchewan, respectively. He is also the host of Palisade Radio, the largest on-line interview platform in the resource sector.
Bassam Moubarak -- chief financial officer and corporate secretary
Mr. Moubarak is a chartered professional accountant with expertise in corporate finance, financing, corporate reporting, financial processes and risk management. Mr. Moubarak has held senior executive positions for various mining companies for over the past 10 years, including most recently Lithium X Energy Corp., where he played a key role in its sale to Nextview for $265-million. Mr. Moubarak was also CFO of Goldrock Mines Corp., where he played a key role in its sale to Fortuna Silver Mines Inc. for $180-million, and was CFO of Petaquilla Minerals Ltd., where he was instrumental in helping the company raise over $120-million to develop and bring into production the Molejon gold mine. Mr. Moubarak also played a key role in the sale of Petaquilla Copper Ltd. to Inmet Mining Corp. for $400-million and negotiated the sale of Golden Arrow Resources Corp.'s 1-per-cent net smelter royalty on the Gualcamayo gold mine to Premier Royalty Inc. for $17.75-million. Mr. Moubarak previously held the position of senior manager with Deloitte & Touche LLP, where he led audits of public companies and oversaw SOX 404 implementations with specific emphasis on the mining industry.
Craig Roberts, PEng -- director
Mr. Roberts is a mining engineer with over 30 years of operations, consulting and investment banking experience. This includes preparation of feasibility studies for numerous mining projects worldwide, investment banking/due diligence roles in over 200 institutional equity financings, and significant experience advising management and boards on both friendly and hostile transactions. Mr. Roberts is currently the interim president and CEO of Ethos Gold Corp. Mr. Roberts has a degree in mining engineering from the University of British Columbia and an MPhil in management studies from Oxford University.
The parties to the acquisition are at arm's length. The acquisition will constitute a reverse takeover of the company under the policies of the exchange. On completion of the acquisition, Ripper is seeking classification as a Tier 2 mining issuer. Closing of the acquisition is subject to a number of conditions, including the entering into of definitive agreements, the consolidation of the company's existing share capital on a one-for-1.5 share basis, the completion of the financing, receipt of all required shareholder, regulatory and third party consents, including exchange approval, and satisfaction of other customary closing conditions. The acquisition and financing cannot close until the required approvals are obtained. There can be no assurance that the acquisition and financing will be completed as proposed or at all. In accordance with the requirements of the exchange Policy 5.2, the company will not require the approval of its shareholders to complete the acquisition as the acquisition is not a related-party transaction, the company is without active operations, the company is not subject to a cease trade order, and shareholder approval is not otherwise required under applicable corporate or securities laws. The company will also be seeking a waiver of the sponsorship requirements pursuant to exchange Policy 2.2.
Trading in the common shares of the company will remain halted pending further filings with the exchange.
The scientific and technical information in this news release has been reviewed and approved by Calvin R. Herron, PGeo, who is a qualified person as defined by National Instrument 43-101.
We seek Safe Harbor.
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