Mr. Chris Donaldson reports
OUTBACK GOLDFIELDS COMPLETES REVERSE TAKEOVER TRANSACTION AND CHANGES NAME TO VALKEA RESOURCES CORP.
Valkea Resources Corp. (formerly Outback Goldfields Corp.) has completed its previously announced acquisition of a highly prospective portfolio of gold projects in Finland formerly held by S2 Resources Ltd. by way of an acquisition of S2's wholly owned Finnish subsidiary, Sakumpu Exploration Oy.
The transaction constitutes the company's reverse takeover (as defined by Policy 5.2 of the TSX Venture Exchange and was completed pursuant to the terms of a share purchase agreement dated May 9, 2024, among the company, S2 and Norse Exploration Pty. Ltd., a wholly owned subsidiary of S2.
In connection with the transaction, the company has changed its name to Valkea Resources and will continue to trade under the same trading symbol OZ on the TSX-V.
"We are extremely pleased to have secured the funds to acquire this exceptional package of gold exploration assets," commented Chris Donaldson, chief executive officer of Valkea Resources. "Finland has emerged as a globally significant region for gold mining and Valkea controls strategic properties with an existing discovery in this region that includes Europe's largest gold producer, Agnico Eagle's Kittila mine, as well as one of the top-performing explorer-developers, Rupert Resources. We are also excited to develop a strategic partnership with S2 Resources, which holds [an approximately] 44-per-cent equity stake in Valkea. Under the leadership of our experienced management team and in collaboration with S2, we are confident in our ability to deliver significant long-term shareholder value."
"I am delighted that Chris and the team at Valkea have made this transaction a reality and am looking forward to being part of it," commented Dr. Mark Bennett, executive chairman of S2 Resources. "I'm sure S2 and its shareholders will be hotly anticipating exploration restarting on such promising ground after the COVID-induced hiatus. Northern Finland has exceptional mineral potential and Valkea, with a significant land position and a pipeline of prospects, can now give the ground the attention it deserves. For Valkea to be able to raise $5-million in these times is a testament to the quality of the assets and the team."
Prior to the transaction taking effect:
-
The company consolidated its common shares on the basis of 10 old common shares into one new common share.
-
Each subscription receipt issued by the company in connection with the previously announced brokered private placement of 125,099,466 subscription receipts at a price of four cents per subscription receipt (40 cents on a postconsolidation basis) was converted into one unit, with each unit comprising one common share and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share at a price of six cents (60 cents on a postconsolidation basis) for a period of three years following the conversion of the subscription receipts.
Following the conversion of the subscription receipts, aggregate gross proceeds of $5-million were released from escrow. Following completion of the transaction, payment of $1.5-million to S2 in connection with the transaction and payment of expenses related to the transaction, the company expects to have a cash position of approximately $2.3-million at Sept. 30, 2024.
The common shares are expected to commence trading on the TSX-V, upon satisfaction of certain TSX-V conditions to listing, under the symbol OZ. A further press release will be issued once trading has commenced.
Following the transaction, the leadership team of the company is as follows:
-
Mr. Donaldson -- president, chief executive officer and director;
-
Craig Parry -- chairman;
-
Dr. Bennett -- director (S2 appointee);
-
Louis Archambeault -- director;
-
Eric Zaunscherb -- director;
-
Ota Hally -- chief financial officer;
-
Dr. Chris Leslie -- chief geologist;
-
Liz Monger -- corporate secretary.
Each of the directors was elected to the board of the company at the shareholder meeting held on Sept. 3, 2024, subject to completion of the transaction.
The common shares issued to S2 pursuant to the transaction are subject to escrow requirements in accordance with TSX-V Policy 5.4, Escrow, Vendor Considerations and Resale Restrictions.
As described in the company's information circular dated July 31, 2024, available under the company's profile on SEDAR+, the company has granted incentive stock options to various directors, officers and consultants to purchase 3.15 million common shares at an exercise price of 40 cents per share exercisable for a period of three years. The stock options are subject to the terms and conditions of the company's stock option plan and the policies of the TSX-V. Additionally, the company has approved a grant of 1,931,250 deferred share units to directors and officers as part of their remuneration and retention, thus conserving cash. The DSUs are subject to the terms and conditions of the company's omnibus incentive plan and the policies of the TSX-V.
Additional information related to the transaction (including additional information regarding the members of the management team and board of directors listed herein) is available in the information circular.
About Valkea Resources Corp. (formerly Outback Goldfields Corp.)
Valkea is at the forefront of gold exploration in Finland's highly prospective Central Lapland greenstone belt (CLGB). The company has a portfolio of high-potential projects, including the flagship Paana project, which is adjacent to Europe's largest gold producer (Agnico Eagle's Kittila mine) and hosts an existing high-grade gold discovery as well as two existing joint ventures with Rupert Resources and Kinross Gold. Valkea is committed to creating shareholder value by discovering and advancing its significant gold exploration assets in one of the world's emerging gold districts.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.