06:15:38 EDT Tue 01 Jul 2025
Enter Symbol
or Name
USA
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Ridgeline Minerals Corp
Symbol RDG
Shares Issued 139,464,899
Close 2025-06-03 C$ 0.205
Market Cap C$ 28,590,304
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Ridgeline enters deal to sell Spartan unit to Midasco

2025-06-03 17:21 ET - News Release

Also News Release (C-MGC) Midasco Capital Corp (2)

Mr. Chad Peters reports

RIDGELINE MINERALS SELLS TUNGSTEN AND CRITICAL METALS PROJECT TO MIDASCO CAPITAL CORP.

Ridgeline Minerals Corp. and Midasco Capital Corp. have entered into an arm's-length share purchase agreement dated June 2, 2025, pursuant to which Midasco will acquire 100 per cent of the shares in Spartan Exploration Nevada Corp., a wholly owned subsidiary of Ridgeline. Spartan holds 244 lode mineral claims located in White Pine county, Nevada, which are referred to as the Eagle property, which were acquired via staking in 2024.

The Eagle property is a tungsten-copper porphyry and skarn system which hosts one of the highest-grade past-producing Tungsten districts in the United States with the Tungstonia and Rees mine operations producing a reported 8,352 metric ton units (MTU) of tungsten trioxide (WO3) at average grades of 0.6 to 1.0 per cent between 1917 to 1956. The property also exhibits significant concentrations of rubidium-(Rb)-copper-(Cu)-silver-(Ag)-antimony (Sb) as well as lesser lead (Pb" and zinc (Zn), which is interpreted as part of the larger metal zonation pattern of the porphyry system across the district.

Chad Peters, Ridgeline's president and chief executive officer, commented: "We staked the Eagle property in early 2024 and management has completed a thorough assessment of our options to maximize the value of this unique asset for Ridgeline shareholders. The Eagle property is one of the highest-grade past-producing tungsten districts in the United States and with the increase in critical mineral requirements in the U.S., we believe that Eagle would best be served in a stand-alone public company that will focus on critical minerals exploration and development."

Mr. Peters continues: "Ridgeline will remain focused on advancing its 100-per-cent-owned precious and base metal exploration portfolio while also supporting the company's partnerships with South32 and Nevada Gold Mines. We are pleased to become Midasco's largest shareholder as we seek to create shareholder value through discovery and this transaction adds another element to our growing portfolio."

William Pettigrew, CEO of Midasco, stated, "After reviewing numerous exploration projects, Midasco is pleased to have entered into an agreement with Ridgeline to acquire the Eagle property, which exhibits significant exploration potential and will become our flagship asset moving forward."

The terms of the agreement include:

  • Subject to TSX Venture Exchange approval, Midasco will issue common shares to Ridgeline as follows:
    • At the time of closing, 5,830,466 consideration shares representing 19.9 per cent of Midasco's total issued and outstanding shares;
    • On the one-year anniversary of the closing date, consideration shares equal to the lesser of: (i) 5,000,000; and (ii) such number of consideration shares as would result in Ridgeline's holding 19.9 per cent of Midasco's total issued and outstanding shares.

Ridgeline will also be granted a 1-per-cent net smelter return royalty on the property as well as on any additional ground staked within a two-mile area of interest around the property.

In connection with the proposed transaction, Midasco intends to apply to the TSX Venture Exchange for a reactivation of its listing to become a Tier 2 mining issuer on the TSX-V (the reactivation). In addition, it is anticipated that Midasco will change its name to Spartan Metals Corp. and concurrently change its ticker symbol, all in accordance with exchange policies and subject to prior exchange approval. No finders' fees are payable in connection with the proposed transaction.

The consideration shares issued on the closing date will be subject to a four-month hold period in accordance with applicable securities laws. In addition, the consideration shares will be subject to a contractual restriction on transfer for a period of 12 months from the date of closing, with one/12th of the securities being released to Ridgeline on each one-month anniversary of the closing date, subject to acceleration at the sole discretion of the company.

The proposed transaction and reactivation remain subject to exchange acceptance.

* Grab samples are selected samples and may not represent true underlying mineralization.

QA/QC (quality assurance/quality control) procedures

Samples are submitted to American Assay Laboratories (AAL) of Sparks, Nev., which is a certified and accredited laboratory, independent of the company. Independent check samples are sent to Paragon Geochemical Labs (PAL) of Sparks, Nev. Samples are prepared using industry-standard prep methods and analysed using FA-PB30-ICP (Au; 30 g fire assay) and ICP-5AM48 (48-element suite; 0.5 g five-acid digestion/ICP-MS) methods at AAL and analyzed using a photon assay (Au-Ag, 500 g) at Paragon. AAL and Paragon also undertake their own internal coarse and pulp duplicate analysis to ensure proper sample preparation and equipment calibration. Ridgeline's QA/QC program includes regular insertion of CRM standards, duplicates and blanks into the sample stream with a stringent review of all results completed by the company's qualified person, Michael T. Harp, vice-president, exploration.

The technical information contained in this news release has been prepared under the supervision of, and approved by Michael T. Harp, CPG, the company's vice-president, exploration. Mr. Harp is a qualified person as defined under National Instrument 43-101 -- Standards of Disclosure for Mineral Project.

About Ridgeline Minerals Corp.

Ridgeline Minerals is a discovery focused precious and base metal explorer with a proven management team and a 200-square-kilometre exploration portfolio across seven projects in Nevada, United States. The company is a hybrid explorer with a mix of 100-per-cent-owned exploration assets (Big Blue, Atlas, Bell Creek and Coyote) as well as two earn-in exploration agreements with Nevada Gold Mines at its Swift and Black Ridge projects, and a third earn-in with South32 at its Selena project.

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