Mr. Jason Bahnsen reports
TEMPUS NOT TO PROCEED WITH MANITOBA LITHIUM TRANSACTION
Tempus Resources Ltd. has determined not to exercise the option to acquire Aurora Lithium.
On Sept. 21, 2023, Tempus announced it entered into a heads of agreement (HOA) for an option to acquire a 100-per-cent interest in Aurora Lithium, a private company that owns the Cormorant and White Rabbit projects, located in central Manitoba, Canada. Following the completion of due diligence, including two geological site visits and analysis of samples, Tempus has decided not to proceed with the acquisition of Aurora Lithium and has terminated the HOA.
In addition, the company has undertaken a high-level strategic review of its strategy and leadership structure and taken a number of additional decisions designed to reduce costs and streamline its business.
TSX Venture Exchange delisting
The company intends to apply to the TSX-V to voluntary delist the common shares of the company.
Tempus determined to voluntarily delist from the TSX-V due to the following factors:
- The company believes that the minimal trading activity of the shares on the TSX-V no longer justifies the expense and administrative requirements associated with maintaining its dual listing.
- The majority of the company's investors are Australian based. Accordingly, a single listing for the company on the Australian Securities Exchange will better serve investors and investments in the company.
- The company's continuing ASX listing is expected to provide shareholders with a sufficiently liquid market.
Instructions will be provided to TSX-V shareholders shortly regarding the process of transferring common shares into CHESS depositary interests, which will enable them to trade on the ASX.
The delisting is subject to the approval of the TSX-V.
Concurrently with the delisting, Tempus intends to apply to the British Columbia Securities Commission, as principal regulator, and to the Alberta Securities Commission for an order to cease being a reporting issuer in the jurisdictions in Canada in which it is currently a reporting issuer, being British Columbia and Alberta. Notwithstanding a decision that Tempus will not be a reporting issuer in Canada following receipt of the order sought, Tempus will continue to file all financial statements and other continuous disclosure materials required in accordance with the applicable laws of Australia and the rules of the ASX.
Leadership changes
Following the delisting from the TSX-V, the Tempus board will reduce from five to three directors. Non-executive directors Anthony Cina and Colin Russell will step off the Tempus board upon completion of the delisting.
The company's chief executive officer, Jason Bahnsen, will have his salary amended to $5,000 per month from Jan. 1, 2024, and all remaining board members will suspend their fees from the same date.
Ecuador projects
Tempus has placed its Zamora projects in Ecuador (Valle del Tigre and Rio Zarza) on a care and maintenance status and will seek to dispose of them in a timely manner.
Annual general meeting -- Nov. 29, 2023
As a result of the change in strategy, the company advises that it has rescinded the resolutions shown in the attached table from voting at the company's annual general meeting on Nov. 29, 2023.
About Tempus Resources Ltd
Tempus Resources is a growth-oriented gold exploration company listed on the ASX (under the symbol TMR), the TSX-V (under the symbol TMRR) and the OTC (over-the-counter) stock exchange (under the symbol TMRFF). Tempus is actively exploring projects located in Canada and Ecuador. The flagship project for Tempus is the Blackdome-Elizabeth project, a high-grade-gold past-producing project located in Southern British Columbia. Tempus is currently midway through a drill program at Blackdome-Elizabeth that will form the basis of an updated National Instrument 43-101/JORC (Joint Ore Reserves Committee) resource estimate. On Sept. 21, 2023, Tempus announced the acquisition of an option over the White Rabbit and Cormorant lithium exploration projects located in central Manitoba. In addition, the company holds two exploration projects located in located in southeast Ecuador, the Rio Zarza and the Valle del Tigre projects.
We seek Safe Harbor.
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