15:07:31 EDT Tue 14 May 2024
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Resouro Strategic Metals Inc
Symbol RSM
Shares Issued 70,968,764
Close 2024-03-08 C$ 0.52
Market Cap C$ 36,903,757
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Resouro completes acquisition of Tiros project

2024-03-08 16:28 ET - News Release

Mr. Chris Eager reports

RESOURO STRATEGIC METALS INC. ANNOUNCES COMPLETION OF FUNDAMENTAL ACQUISITION AND FILING OF TECHNICAL REPORT

Resouro Strategic Metals Inc. has completed the previously announced (see news releases of Feb. 15, 2023, Aug. 2, 2023, Oct. 19, 2023, Dec. 21, 2023, and Dec. 22, 2023) fundamental acquisition of an interest in the Tiros rare earths and titanium project in Brazil. On March 7, 2024, the company received the approval from the TSX Venture Exchange of the documentation filed concerning the Tiros acquisition.

As previously announced, a proposed grant of four million non-transferable options, pursuant to the amended and restated option plan of the company, to purchase four million common shares of the company at an exercise price of 20 cents per common share during a period of five years expiring on Aug. 2, 2028, to Christopher Eager, the president and chief executive officer of the company, has been approved by the exchange and all necessary shareholder approvals including disinterested shareholders' approval have been received.

Resouro entered into a share purchase agreement dated July 24, 2023, among the company and Resmin Pte. Ltd. to purchase all of the issued and outstanding shares of Tiros Stratemet Pte. Ltd. (formerly, Brazil Copper Pte. Ltd. (Singapore)) and an option and farm-in agreement among the company, RBM Consultoria Mineral Ltda., Rodrigo De Brito Mello, Brazil Copper Pte. Ltd. (Singapore) and Brazil Copper Mineracao Ltda. (to be renamed Tiros Minerais Estrategicos Mineracao Ltda. (TMEL)) (the Tiros agreement) pursuant to which RBM and Rodrigo will fully assign and transfer all legal rights and title to certain mineral rights in respect of the lands encompassing the Tiros project to TMEL, a subsidiary of BCS, in exchange for the issuance of 160,000 BCS common shares to RBM, representing 66.7 per cent of the issued and outstanding BCS shares, resulting in Resouro maintaining a 33.3-per-cent equity stake in BCS.

Resouro further entered into a first addendum dated Oct. 5, 2023, with RBM to accelerate the earn-in arrangements detailed in the Tiros agreement for the acquisition of all interest in the Tiros project. Pursuant to the agreements and first addendum, Resouro has acquired a 100-per-cent interest in TSPS subject to a 10-per-cent minority interest to be issued in a subsidiary of TSPS. The company signed an amendment to the Tiros agreement and accelerated the purchase of the remaining 66.7 per cent of the issued and outstanding shares on BCS. The company holds, via its Brazilian subsidiary, a 90-per-cent interest in the Tiros project and the remaining 10-per-cent interest in the Tiros project is held by RBM Consultoria Mineral, an unrelated third party vendor.

Pursuant to the Tiros agreement and the first addendum, the company will issue 1,642,000 common shares and 750,000 performance warrants that will vest and be convertible for no additional consideration, into common shares on completion of a detailed feasibility study on the Tiros project.

The technical report, entitled "RSM_TSXV_Tiros Technical Report 10012024" and dated effective Jan. 12, 2024, has been prepared for the company by Ednie Rafael, exploration geologist, of Grupo GE21, who is a qualified person as such term is defined in NI 43-101. The technical report is available on SEDAR+ under Resouro's profile.

The common shares were halted at the request of the exchange, on Dec. 11, 2023, pending successful completion of the Tiros acquisition. The common shares resumed trading effective at market open on Dec. 22, 2023.

About Resouro Strategic Metals Inc.

Resouro is a Canadian-based mineral exploration and development company focused on the discovery and advancement of economic mineral projects in Brazil, including the Tiros project in Minas Gerais and the Novo Mundo and Santa Angela gold projects in Mato Grosso state.

The Tiros municipality is located approximately 317 kilometres west-northwest of Belo Horizonte, the sixth-largest city in Brazil and the capital of Minas Gerais state. The Tiros project is targeting commodities of interest, being titanium and rare earth elements. The project comprises 25 mineral titles in total, being 16 granted exploration licences, which have a total area of approximately 27,325 hectares. The project also includes eight applications for exploration licences and one tenement-able-for-mining permit request.

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