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Valkea Resources Corp
Symbol OZ
Shares Issued 32,245,702
Close 2024-12-04 C$ 0.335
Market Cap C$ 10,802,310
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Valkea enters definitive deal to option tenements to S2

2024-12-04 17:41 ET - News Release

Mr. Chris Donaldson reports

VALKEA OPTIONS LEGACY AUSTRALIAN PROPERTIES TO S2 RESOURCES

Valkea Resources Corp. has entered into a definitive agreement with S2 Resources Corp. dated Dec. 3, 2024, pursuant to which the company has agreed to grant S2 the right to acquire an up-to-80-per-cent interest in the company's Yuengroon, Ballarat West and Silver Spoon tenements located in Victoria, Australia.

"We are pleased to announce the finalization of the agreement on our legacy Australian assets with S2, enabling them to earn into three of our highly prospective Victorian properties," commented Chris Donaldson, chief executive officer. "The projects are located in the world-class Victorian goldfields and in close proximity to Agnico Eagle's Fosterville mine. These assets hold significant exploration potential. S2 is the ideal operator for these properties, with a highly accomplished local team with demonstrative success in the district. At the same time, Valkea remains firmly focused on advancing its flagship properties in Finland, where we are currently drilling. This transaction enables us to retain exposure to the exploration upside of our non-core assets while concentrating on our flagship project."

Terms of the agreement

Pursuant to the agreement, the company agreed to grant S2 the right to earn an 80-per-cent interest in the projects by sole-financing total expenditures of $1.2-million (Australian) within four years.

Upon exercise of the option, S2 will hold an 80-per-cent interest in the projects, and Valkea will retain a 20-per-cent interest. If a party's joint venture interest is diluted below 10 per cent, it will automatically convert to a 2-per-cent net smelter return royalty.

The agreement is subject to Valkea obtaining the approval of the TSX Venture Exchange and also receiving ministerial approval and registration under Section 71 of the Mineral Resources (Sustainable Development) Act 1990.

The company and S2 had previously entered into a letter of intent dated Feb. 28, 2024, with respect to the option. The terms of the agreement are consistent with the terms of the LOI.

The option was approved by disinterested shareholders of the company at a special meeting held on Sept. 3, 2024. Approval by disinterested shareholders satisfied TSX Venture Exchange requirements and the minority shareholder approval requirement of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), both of which were applicable due to S2 being a related party of the company by virtue of S2 being an insider of the company. The company is exempt from the formal valuation requirements of MI 61-101 contained in Section 5.5(a) of MI 61-101 on the basis of the exemption contained in Section 5.5(b) of MI 61-101 as the company's common shares are not listed on a specified market.

About Valkea Resources Corp.

Valkea is at the forefront of gold exploration in Finland's highly prospective Central Lapland greenstone belt. With an extensive portfolio of high-potential projects, including the flagship Paana project, Valkea is committed to discovering and advancing significant gold deposits in one of the world's emerging gold districts.

We seek Safe Harbor.

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