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Voltaic Minerals completes L2 Cobalt acquisition

2019-02-20 15:39 ET - News Release

Mr. Darryl Jones reports

VOLTAIC MINERALS CORP. CLOSES PURCHASE OF L2 COBALT INC.

Voltaic Minerals Corp. has closed a definitive agreement with L2 Cobalt Inc. and its shareholders and has purchased all of the issued and outstanding shares of L2 Cobalt in exchange for the issuance of 4.8 million common shares of the company. L2 Cobalt owns, and has the right to acquire under option, a total of 378 highly prospective federal unpatented lode claims in Silver Bow county, Montana, which total 7,560 acres.

Sixty-five of the claims that L2 Cobalt has rights to are optioned under the Soap Gulch property option agreement dated Feb. 26, 2018, with 1132144 B.C. Ltd., which grants to L2 Cobalt the right to earn 100-per-cent interest in the Soap Gulch property in Montana. The underlying claims are owned by the BLK Group, comprising three individuals. The option payments to 1132144 B.C. to earn a 100-per-cent interest in the mineral claims listed in the Soap Gulch option include:

  1. Pay $150,000 and issue 500,000 company common shares within seven days of TSX Venture Exchange approval of the transaction;
  2. Pay $50,000 and issue $250,000 in value of company common shares on the one-year anniversary of the approval date;
  3. Pay $25,000 and issue $500,000 in value of company common shares on the two-year anniversary of the approval date.

On Nov. 23, 2018, Voltaic, L2 Cobalt, 1132144 B.C. and the BLK Group entered into an option assumption agreement, where the BLK Group and 1132144 B.C. agreed that they will accept payments from and shares of Voltaic in payment of the obligations outstanding under the various option agreements as described above.

The Soap Gulch area, Silver Bow county, Montana, is located near the west end of the southern margin of the Helena Embayment portion of the important Proterozoic belt supergroup. Management believes that with an exploration program, it may be possible to discover a cobalt-rich base metal mineral deposit on the property of L2 Cobalt.

A technical report on the Soap Gulch property was prepared by Dean J. Besserer, professional geoscientist, dated effective Jan. 3, 2019, in accordance with National Instrument 43-101. The technical report has been filed on SEDAR.

Because Darryl Jones was a shareholder of L2 Cobalt and is a director and officer of the company, the purchase of L2 Cobalt was a related party transaction within the meaning of Canadian securities legislation, including Multilateral Instrument 61-101 and Policy 5.9 of the exchange. The company sought and obtained approval from a majority of the minority shareholders who cast votes at the annual general and special meeting of the company held on Nov. 19, 2018, to satisfy the requirement of minority approval under MI 61-101.

We seek Safe Harbor.

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