Mr. Loren Currie reports
VATIC ACQUIRES HIGHLY PROSPECTIVE URANIUM ASSETS CONTIGUOUS WITH THE ROSSING AND HUSAB MINES OF NAMIBIA, SOUTHERN AFRICA
Vatic Ventures Corp. has entered into a share purchase agreement to acquire, subject to TSX Venture Exchange, approval, 100 per cent of the shares of a private company, which has the right to acquire up to an 80-per-cent interest in a highly prospective uranium property in Namibia termed EPL 8289 (or the Zoya property), covering 44.62 square kilometres, and up to a 90-per-cent interest in another prospective uranium licence designated EPL 8735 (or the Galore property), measuring 87.65 square kilometres, both located in the prime Namibian uranium province of Erongo and within the known Alaskite Alley.
About the properties
The arm's-length private company, Velvet Clean Energy Corp., has signed a definitive agreement dated April 23, 2025 (the Zoya definitive agreement), regarding the Zoya property adjoining the Husab uranium mine, which is one of the largest and highest-grade Alaskite uranium deposit in the world. The Zoya property will be transferred to a newly incorporated Namibian company (Holdco), and, pursuant to the terms of the Zoya definitive agreement, Velvet will have the right to acquire up to an 80-per-cent shareholding interest in Holdco. Velvet has signed a binding letter of intent (as defined below) on the Galore property to the north of the Rossing uranium mine and is currently in the final stages of superseding the LOI with a definitive agreement (the Galore definitive agreement). The Zoya property and the Galore property are located less than 50 kilometres by road from the town of Swakopmund on the Atlantic coast, are accessible by paved and good gravel roads, and have access to infrastructure, including power from the Nampower grid available throughout the area, water from Areva's (Orano) desalination plan, the Class 7 shipping port of Walvis Bay and the Walvis Bay international airport, located less than 150 kilometres by road from the properties.
The properties are situated in the highly established uranium mining jurisdiction of Namibia. Namibia is the world's fourth-largest producer of uranium, responsible for approximately 6 per cent of global uranium output. The properties are located in the Namibian Erongo uranium province stretching between the towns of Usakos and Swakopmund and from south of the Brandberg to just south of Walvis Bay, the main port in Namibia. Over the past 48 years, the Erongo region of Namibia has produced in excess of 350 million pounds of U3O8 (triuranium octoxide). The properties sit within the Alaskite Alley, a geological corridor where mostly uraniferous D3-type sheeted leucogranites are found at the contact between the Khan and Rossing formations.
The two EPLs are located adjacent and nearby to two actively producing uranium mines, Rossing and Husab. Rossing, formerly owned by Rio Tinto, was sold to China National Uranium Corp. Ltd. (CNUC), a subsidiary of China National Nuclear Corp. (CNNC), in July, 2019. Rossing is an open-pit mine and is hosted by an Alaskite body, where mineralization consists of uranium-bearing minerals in the form of microscopic crystals of uraninite and visible crystals of beta-uranophane. The mine began operations in 1976 and was on full-scale uranium oxide production at an average of 4,500 tonnes per year by 1979. Rossing has consistently produced uranium in the past 48 years and, in 2023, delivered 2,920 tonnes of U3O8.
Husab, initially called Rossing South, was discovered by Extract Resources Ltd., an Australian company, in 2008, is the highest-grade Alaskite deposit in the world, hosted in the same geological sequence as the Rossing mine. Probable reserves in 2011 were 205 million tonnes at 497 parts per million at Zone 1 and at Zone 2 (National Instrument 43-101 technical report; Husab uranium project -- May, 2011, project update, prepared by Coffey Mining Pty. Ltd. on behalf of Extract Resources; effective date: May 20, 2011). Production started at the end of 2016 and was ramped up to 5,500 tonnes U3O8 per year by 2020. The mine and surrounding exploration licence are majority owned and operated by China General Nuclear Power Group (CGN).
Mineralization hosted on adjacent and/or nearby properties is not necessarily indicative of commercial mineralization hosted on the properties.
Loren Currie, chief executive officer of Vatic Ventures, stated: "These uranium exploration assets are contiguous and on strike with some of the largest uranium mines in the world, Husab, the third, and Rossing, the seventh-largest uranium deposit worldwide, and it also helps to be situated in one of the top mining jurisdictions in Africa, with a tremendous record of uranium production. The gap between uranium supply and demand has been persisting on the market and is predicted to widen even more because of the degradation of the uranium supply industry over a decade of prolonged low prices and with many more governments turning to nuclear power for secure clean baseload power. We foresee huge challenges to meet new demand in the medium to long term, which will drive uranium prices up and render uranium resources such as those that we hope to discover on EPL 8289 and EPL 8735 significantly valuable."
Terms of the option agreements
The company will, subject to TSX-V approval, acquire all of the outstanding common shares of Velvet by issuing 7.5 million common shares of the company postconsolidation to the shareholders of Velvet at a deemed price of six cents per Vatic share. See "Proposed name change and consolidation" section below.
The postconsolidation Vatic shares will be subject to a hold period expiring four months and one day from the date of issuance and may also be subject to the provisions of a three-year escrow agreement pursuant to the policies of the TSX-V.
EPL 8289 terms:
Velvet acquired, pursuant to the Zoya definitive agreement, the right to acquire up to an 80-per-cent interest in the Zoya property (EPL 8289) from the owner, Zoya Minerals CC, by acquiring up to an 80-per-cent shareholding interest in Holdco under the following terms:
- Zoya underlying owner -- Zoya Minerals;
- Zoya property -- EPL 8289 covering 44.62 square kilometres, valid until July 11, 2026;
- Total option -- up to 80-per-cent interest;
- Initial option -- earn 70-per-cent interest;
- 70-per-cent interest vests on making cash payments in aggregate of $600,000 (U.S.) and issuing shares to the value of $400,000 (U.S.) as follows:
- Pay Zoya $25,000 (U.S.) deposit -- paid;
- Pay Zoya $50,000 (U.S.) by May 31, 2025;
- Pay Zoya the first cash payment of $150,000 (U.S.) by Oct. 31, 2025;
- Pay Zoya a further second cash payment of $150,000 (U.S.) by March 31, 2026;
- Pay Zoya a further third cash payment of $150,000 (U.S.) by Sept. 30, 2026;
- Pay Zoya a fourth and final cash payment of $75,000 (U.S.) by March 31, 2027;
- Issue Zoya Vatic shares worth $200,000 (U.S.) on May 31, 2026; $100,000 (U.S.) on Sept. 30, 2026, and $100,000 (U.S.) on March 31, 2027;
- Minimum expenditure obligations -- $3-million (U.S.) to be expended over four years or, at the option of Velvet, $1.5-million (U.S.) over three years on the basis that such expenditures are required to be made before Velvet has the right to exercise the second option;
- Second option -- to acquire an additional 10-per-cent interest:
- Additional 10-per-cent interest vests on financing additional exploration and a feasibility study; acquisition price is: (a) $8-million (U.S.) if the feasibility study confirms a deposit with an economic assessment demonstrating a maximum net present value discounted at 10 per cent (NPV10) of $150-million (U.S.) or less; or (b) $20-million (U.S.) in the event that the deposit shows an NPV10 greater than $150-million (U.S.);.
- ROFR (right of first refusal) on remaining 20-per-cent Zoya interest.
EPL 8735 terms
Velvet acquired, pursuant to a binding letter of intent, as amended on Oct. 2, 2024, and April 26, 2025, the right to acquire the Galore property (EPL 8735) from the owner, Galore Trading CC, under the following terms:
- Galore underlying owner -- Galore Trading;
- Galore property -- EPL 8735 covering 87.65 square kilometres; valid until Nov. 15, 2025;
- Total option -- up to 90-per-cent interest;
- Initial option -- earn 80-per-cent interest;
- 80-per-cent interest vests on making cash payments in aggregate of $200,000 (U.S.) and issuing shares to the value of $150,000 (U.S.) as follows:
- Pay Galore a $25,000 (U.S.) deposit 30 days after signing the definitive agreement;
- Pay Galore the first cash payment of $100,000 (U.S.) on July 1, 2026;
- Pay Galore a second cash payment of $75,000 (U.S.) 12 months following the first payment on July 1, 2027;
- Make share payments to Galore worth $150,000 (U.S.) in total subject to confirmation of EPL 8735 renewal on the basis of the following tranches:
- Issue Galore a first tranche of shares worth $75,000 (U.S.) on July 1, 2026;
- Issue Galore a second tranche of shares worth $75,000 (U.S.) 12 months following first tranche of shares;
- Second option -- to acquire an additional 10-per-cent interest:
- Additional 10-per-cent interest vests on financing additional exploration and a feasibility study; acquisition price is: (a) $7-million (U.S.) if the feasibility study confirms a deposit with proven reserves measuring 100 million tonnes grading on average 400 parts per million; or (b) a price to be negotiated with Galore in the event that the proven reserves of a deposit demonstrate a size and grade greater than 100 million tonnes at 400 parts per million;
- ROFR on remaining 10-per-cent Galore interest.
Velvet will, upon issuance of the postconsolidation Vatic shares, become a wholly owned subsidiary of Vatic. No finders' fees will be payable in connection with this arm's-length transaction.
Proposed name change and consolidation
Vatic also announces its intention to change its name to Ballistic Energy Metals Corp. and to consolidate its common shares on a one-new-share-for-three-old-share basis. The 41,351,394 shares currently issued and outstanding will be reduced to approximately 13,783,798 postconsolidation shares. No fractional shares will be issued under the consolidation. Each fractional share following the consolidation that is less than one-half of a share will be cancelled and each fractional share that is at least one-half of a share will be rounded up to the nearest whole share. The exercise or conversion price and the number of shares issuable under any of the company's outstanding stock options and convertible instruments, as applicable, will be proportionately adjusted upon completion of the consolidation.
A letter of transmittal will be sent to registered shareholders providing instructions to surrender the certificates evidencing their shares for replacement certificates in the company's new name and representing the number of postconsolidation shares to which they are entitled as a result of the name change and consolidation. Until surrendered, each certificate representing shares prior to the consolidation will be deemed for all purposes to represent the number of shares to which the holder thereof is entitled as a result of the consolidation. The board of directors of the company believes that consolidation is necessary to better position the company for future corporate development opportunities and financing transactions.
The name change and consolidation are subject to the acceptance of the TSX-V and the preconsolidated shares will continue to be traded on the exchange under the current trading symbol VCV. Upon acceptance by the exchange, the company's symbol, Cusip number and ISIN (international securities identification number) will change upon the completion of the consolidation.
Qualified person
Nico Scholtz is an independent consulting geologist and has reviewed and approved the scientific and technical information in this news release. Mr. Scholtz is a registered professional natural scientist with the South African Council for Natural Scientific Professions (PrSciNat. No. 400299/07). Mr. Scholtz is the company's qualified person as defined by National Instrument 43-101.
About Vatic Ventures Corp.
Vatic is a mineral exploration and development company focused on developing high-value properties. Vatic has an option to acquire a 100-per-cent interest in the Solonopole South lithium property in Brazil and an option agreement to acquire a 100-per-cent interest in the Hansen gold project in Quebec.
We seek Safe Harbor.
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