Subject: Maclaren Minerals Closes Acquisistion of Sankamap
Word Document
File: '\\swfile\EmailIn\20250219 200038 Attachment Maclaren - News Release re. Closing of Sankamap Acquisition (February 19, 2025).docx'
MACLAREN MINERALS ACQUIRES SANKAMAP PROPERTIES IN THE SOLOMON ISLANDS
Not for distribution to United States newswire services or for
dissemination in the United States.
Vancouver, British Columbia, February 19, 2025, Maclaren Minerals Ltd. (CSE:MRN) (the "Company") is pleased to announce that, further to its news release dated February 6, 2025, it has completed the acquisition of a 100% interest in Sankamap Exploration Inc. ("Sankamap"). The Sankamap properties include the Fauro Gold (Au) Project ("Fauro") and the Kuma Copper-Gold (Cu-Au) Project ("Kuma"), both located in the Solomon Islands along the same trend as significant Cu-Au porphyry and epithermal deposits, including Newmont's Lihir Mine (71.9 Moz Au1) and the Panguna Mine (19.3 Moz Au + 5.3 Mt Cu2) (the "Acquisition").
The 4,300-hectare Kuma project is situated 37 km southeast of Honiara, the capital city of Guadalcanal Island, Solomon Islands. Historical exploration at Kuma has identified large-scale Cu-Au mineralization and promising indicators of a potential porphyry deposit, which remains untested by drilling. The 14,700-hectare Fauro project is located on Fauro Island in northern Solomon Islands; past exploration has defined epithermal-type mineralization, with trenching results of up to 8 meters of 27.95 g/t Au and drilling intercepts of up to 11 meters of 4.03 g/t Au.
New Maclaren CEO John Florek commented: "This acquisition presents a unique opportunity to capitalize on two projects within an underexplored trend in the circum-Pacific region, renowned for its potential for giant Cu-Au mines. This trend hosts world-class porphyry and epithermal Cu-Au deposits, with Lihir and Panguna located along the same structural corridor. Lihir, in particular, is considered the world's richest gold deposit, with an estimated 71.9 million ounces (Moz) of gold1. We are excited to explore both of these project areas."
The Acquisition was completed by way of the acquisition of all the outstanding equity interests of Sankamap, a private arm's length British Columbia company which holds the interest in the Sankamap properties. Pursuant to the definitive agreement dated February 6, 2025, the Company issued 16,625,000 common shares in the capital of the Company (each, a "Consideration Share") to the shareholders of Sankamap in exchange for all the issued and outstanding common shares of Sankamap at a deemed price of $0.06 per Consideration Share for total deemed consideration of $997,500. The Acquisition is an arm's length transaction. No finder's fee was paid in connection with the Acquisition. The Consideration Shares are subject to a hold period pursuant to the CSE whereby the Consideration Shares may not be traded before the later of: (a) June 20, 2025; and (b) the date that is ten days after the Company files a business acquisition report on Form 51-102F4 in connection with the Acquisition.
Upon closing of the Acquisition, John Florek, CEO of Sankamap, was appointed CEO of the Company, replacing incumbent CEO Gary Musil, and John Alcock and Jim Greig were appointed to the Company's board of directors, replacing James Place and Dianne Szigety, and joining incumbent directors Gary Musil and Nancy Kawazoe. Upon closing, the Company's audit committee is comprised of Gary Musil, John Alcock and Jim Greig.
None of the securities issued in connection with the Acquisition will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
Newcrest Technical report, 2020 (23 Moz Au P+P, 39 Moz gold indicated, 5Moz measured, 4.9 Moz Au Inferred).
2. https://www.rtgmining.com/panguna (16.1 Moz Au and 4.6 Mt Cu indicated, 3.2 Moz Au and 00.7 Mt Cu inferred).
National Instrument 43-101 Disclosure
John Florek, M.Sc., P.Geol., is a qualified person as defined by National Instrument 43-101- Standards of Disclosure for Mineral Projects. Mr. Florek has reviewed and approved the technical content in this release. Mineralization on the Lihir and Panguna properties is not necessarily indicative of the mineralization on the Sankamap properties. The qualified person has been unable to verify the information.
About Maclaren Minerals
Maclaren Minerals Ltd. is Canadian mineral exploration company focusing on the discovery and development of high-grade copper and gold deposits in the south Pacific. The fully permitted assets of Sankamap are strategically located in the Solomon Islands along trend of major Cu-Au deposits including Newmont's Lihir Mine 71.9 Moz Au1.
With a commitment to responsible exploration and a team of experienced professionals, Sankamap aims to unlock the untapped potential of underexplored regions and create substantial value.
On behalf of the board of directors of the Company
"John Florek"
John Florek
Chief Executive Officer
Maclaren Minerals Ltd.
T: 604-787-7356
E: johnf@sankamap.com
THE CANADIAN SECURITIES EXCHANGE HAS NOT APPROVED NOR DISAPPROVED THE CONTENT OF THIS PRESS RELEASE.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made and information contained herein may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation. These statements and information are based on facts currently available to the Company and there is no assurance that the actual results will meet management's expectations. Forward-looking statements and information may be identified by such terms as "anticipates," "believes," "targets," "estimates," "plans," "expects," "may," "will," "could" or "would." Forward-looking statements and information in this news release include statements with respect to the combined business of the Company and Sankamap.
Forward-looking statements and information contained herein are based on certain factors and assumptions regarding, among other things, the estimation of mineral resources and reserves, the realization of resource and reserve estimates, metal prices, taxation, the estimation, timing and amount of future exploration and development, capital and operating costs, the availability of financing, the receipt of regulatory approvals, environmental risks, title disputes and other matters. While the Company considers its assumptions to be reasonable as of the date hereof, forward-looking statements and information are not guarantees of future performance and readers should not place undue importance on such statements as actual events and results may differ materially from those described herein. The company does not undertake to update any forward-looking statements or information except as may be required by applicable securities laws.
PDF Document
File: Attachment Maclaren - News Release re. Closing of Sankamap Acquisition (February 19, 2025).pdf
MACLAREN MINERALS ACQUIRES SANKAMAP PROPERTIES IN THE SOLOMON ISLANDS
Not for distribution to United States newswire services or for
dissemination in the United States.
Vancouver, British Columbia, February 19, 2025, Maclaren Minerals Ltd. (CSE:MRN) (the "Company")
is pleased to announce that, further to its news release dated February 6, 2025, it has completed the
acquisition of a 100% interest in Sankamap Exploration Inc. ("Sankamap"). The Sankamap properties
include the Fauro Gold (Au) Project ("Fauro") and the Kuma Copper-Gold (Cu-Au) Project ("Kuma"), both
located in the Solomon Islands along the same trend as significant Cu-Au porphyry and epithermal
deposits, including Newmont's Lihir Mine (71.9 Moz Au1) and the Panguna Mine (19.3 Moz Au + 5.3 Mt
Cu2) (the "Acquisition").
The 4,300-hectare Kuma project is situated 37 km southeast of Honiara, the capital city of Guadalcanal
Island, Solomon Islands. Historical exploration at Kuma has identified large-scale Cu-Au mineralization
and promising indicators of a potential porphyry deposit, which remains untested by drilling. The 14,700-
hectare Fauro project is located on Fauro Island in northern Solomon Islands; past exploration has defined
epithermal-type mineralization, with trenching results of up to 8 meters of 27.95 g/t Au and drilling
intercepts of up to 11 meters of 4.03 g/t Au.
New Maclaren CEO John Florek commented: "This acquisition presents a unique opportunity to capitalize
on two projects within an underexplored trend in the circum-Pacific region, renowned for its potential for
giant Cu-Au mines. This trend hosts world-class porphyry and epithermal Cu-Au deposits, with Lihir and
Panguna located along the same structural corridor. Lihir, in particular, is considered the world's richest
gold deposit, with an estimated 71.9 million ounces (Moz) of gold1. We are excited to explore both of these
project areas."
The Acquisition was completed by way of the acquisition of all the outstanding equity interests of
Sankamap, a private arm's length British Columbia company which holds the interest in the Sankamap
properties. Pursuant to the definitive agreement dated February 6, 2025, the Company issued 16,625,000
common shares in the capital of the Company (each, a "Consideration Share") to the shareholders of
Sankamap in exchange for all the issued and outstanding common shares of Sankamap at a deemed
price of $0.06 per Consideration Share for total deemed consideration of $997,500. The Acquisition is an
arm's length transaction. No finder's fee was paid in connection with the Acquisition. The Consideration
Shares are subject to a hold period pursuant to the CSE whereby the Consideration Shares may not be
traded before the later of: (a) June 20, 2025; and (b) the date that is ten days after the Company files a
business acquisition report on Form 51-102F4 in connection with the Acquisition.
Upon closing of the Acquisition, John Florek, CEO of Sankamap, was appointed CEO of the Company,
replacing incumbent CEO Gary Musil, and John Alcock and Jim Greig were appointed to the Company's
board of directors, replacing James Place and Dianne Szigety, and joining incumbent directors Gary Musil
and Nancy Kawazoe. Upon closing, the Company's audit committee is comprised of Gary Musil, John
Alcock and Jim Greig.
None of the securities issued in connection with the Acquisition will be registered under the United States
Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United
States absent registration or an applicable exemption from the registration requirements of the 1933 Act.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
1.Newcrest Technical report, 2020 (23 Moz Au P+P, 39 Moz gold indicated, 5Moz measured, 4.9 Moz Au
Inferred).
2. https://www.rtgmining.com/panguna (16.1 Moz Au and 4.6 Mt Cu indicated, 3.2 Moz Au and 00.7 Mt Cu
inferred).
National Instrument 43-101 Disclosure
John Florek, M.Sc., P.Geol., is a qualified person as defined by National Instrument 43-101- Standards of
Disclosure for Mineral Projects. Mr. Florek has reviewed and approved the technical content in this release.
Mineralization on the Lihir and Panguna properties is not necessarily indicative of the mineralization on the
Sankamap properties. The qualified person has been unable to verify the information.
About Maclaren Minerals
Maclaren Minerals Ltd. is Canadian mineral exploration company focusing on the discovery and
development of high-grade copper and gold deposits in the south Pacific. The fully permitted assets of
Sankamap are strategically located in the Solomon Islands along trend of major Cu-Au deposits including
Newmont's Lihir Mine 71.9 Moz Au1.
With a commitment to responsible exploration and a team of experienced professionals, Sankamap aims
to unlock the untapped potential of underexplored regions and create substantial value.
On behalf of the board of directors of the Company
"John Florek"
John Florek
Chief Executive Officer
Maclaren Minerals Ltd.
T: 604-787-7356
E: johnf@sankamap.com
THE CANADIAN SECURITIES EXCHANGE HAS NOT APPROVED NOR DISAPPROVED THE CONTENT OF THIS
PRESS RELEASE.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made and information contained herein may constitute "forward-looking information" and "forward-
looking statements" within the meaning of applicable Canadian and United States securities legislation. These
statements and information are based on facts currently available to the Company and there is no assurance that the
actual results will meet management's expectations. Forward-looking statements and information may be identified by
such terms as "anticipates," "believes," "targets," "estimates," "plans," "expects," "may," "will," "could" or "would."
Forward-looking statements and information in this news release include statements with respect to the combined
business of the Company and Sankamap.
Forward-looking statements and information contained herein are based on certain factors and assumptions regarding,
among other things, the estimation of mineral resources and reserves, the realization of resource and reserve
estimates, metal prices, taxation, the estimation, timing and amount of future exploration and development, capital and
operating costs, the availability of financing, the receipt of regulatory approvals, environmental risks, title disputes and
other matters. While the Company considers its assumptions to be reasonable as of the date hereof, forward-looking
statements and information are not guarantees of future performance and readers should not place undue importance
on such statements as actual events and results may differ materially from those described herein. The company does
not undertake to update any forward-looking statements or information except as may be required by applicable
securities laws.
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