Mr. Derek Wood reports
TOCVAN VENTURES CORP. ACQUIRES 100% INTEREST IN THE ROGERS CREEK COPPER PORPHYRY PROPERTY IN SOUTHWESTERN BC AND ANNOUNCES SPIN-OUT TRANSACTION
Tocvan Ventures Corp. has entered into an agreement whereby Tocvan is acquiring 100-per-cent interest in the Rogers Creek property in British Columbia from C3 Metals Inc. Tocvan previously held an option to a acquire up to an 80-per-cent interest in the property from C3 Metals.
Under the terms of the new agreement with C3 Metals, Tocvan is acquiring a 100-per-cent interest in the Rogers Creek property and the previous option agreement is now void. In consideration, C3 Metals will receive 500,000 common shares of Tocvan. C3 Metals will also receive common shares of Cascade Copper Corp. (described below) equal to a value of $75,000, based on prelisting finance price, upon listing on the Canadian Securities Exchange. C3 Metals will retain a 2-per-cent NSR (net smelter return) on the Rogers Creek property, 1 per cent of which can be repurchased by Cascade Copper for $1-million.
Tocvan is also pleased to announce that, subject to shareholder and regulatory approval, the company is planning to spin out 100 per cent of the Rogers Creek property to Cascade Copper, a newly created company, with a focus on copper porphyry exploration assets in Southern British Columbia. It is expected that the spinout will be structed as a plan of arrangement transaction under the
Business Corporations Act
(Alberta). Under the terms of the proposed plan of arrangement, Tocvan shareholders are to receive one common share of Cascade Copper for every six shares held of Tocvan. When and if approved, Tocvan will have no interest in the Rogers Creek property.
Derek Wood, chief executive officer of Tocvan, commented: "We believe the value of the Rogers Creek property is not reflected in Tocvan's current share price and see the proposed spinout to create additional value for Tocvan shareholders.
"We are extremely pleased to reach this agreement with C3 Metals. The agreement provides for greater flexibility in how Rogers Creek is advanced towards discovery. By creating a new company, Tocvan shareholders can participate in the upside possibility through share ownership of Cascade Copper, while Tocvan is able to focus on its two Mexican properties and minimize share dilution. We believe the proposed spinout will be very beneficial to Tocvan shareholders and we expect that this transaction will unlock the value of the Rogers Creek property and increase shareholder value by allowing capital markets to ascribe value to the Rogers Creek property independently of the other properties held by Tocvan. This is a great opportunity for all the shareholders of record on the effective date, which will be announced in due course.
"Shareholders owning Tocvan shares will be eligible to receive the proposed spinoff shares of Cascade Copper at the aforementioned ratio."
Rogers Creek historic work summary:
- 1,786 kilometres of helicopter-borne magnetic gradiometry and VLF-EM (very low-frequency electromagnetic);
280 km of helicopter-borne radiometrics;
- Levelling, merging and inversions of 47 kilometres of induced polarization (IP)
- 3-D modelling of geophysical and property data by Mira Geosciences with proprietary
Geoscience Analyst 3-D software;
- Prospecting, mapping and sampling, including the collection of 1,061 surface rock
samples, 3,328 soil samples and 318 stream sediment samples;
- Soil sample geochemical vectoring study;
5,209 metres of diamond drilling in 10 holes, including the analysis of 1,951 m of drill
- 5,200 m of drill core magnetic susceptibility readings totalling 1,164 readings;
- 329 resistivity/chargeability readings taken over seven drill holes totalling about 4,055 m;
- Limited surface and drill hole (four holes) alteration mapping and logging.
About Cascade Copper
Cascade Copper is a newly created company that will have two very advanced-stage copper porphyry properties located within the Miocene-age intrusions of the Cascade magmatic arc in southwestern British Columbia: the Rogers Creek property and the Fire Mountain property. The two properties are contiguous, and both are advanced to a drill-ready stage. Combined, the properties have seen over $3-million of exploration to date and cover an area of approximately 240 square kilometres. Work to date has advanced the properties from a small showing discovered on a logging road in 2007 to an advanced exploration stage with evidence for a large mineralized system. This has validated the initial working hypothesis that there is considerable potential to discover significant mineralization within the Miocene-age intrusions of the Cascade magmatic arc in southwestern B.C., which have seen very little modern exploration.
The proposed spinout will be subject to the approval of Tocvan's shareholders which Tocvan intends to seek at a special meeting of shareholders. The date for the shareholder meeting has not yet been determined. The spinout is subject to Canadian Securities Exchange approval and the spinout also requires the approval of the Alberta Court of Queen's Bench. Tocvan intends to seek a listing of the Cascade Copper common shares on the CSE but no assurance can be provided that such a listing will be obtained. Any such listing will be subject to Cascade Copper fulfilling all of the requirements of the CSE. Further details of the spinout, including the date for the shareholders meeting and any amendments to the number of Cascade Copper common shares to be granted to shareholders of Tocvan will be announced in the near future. Shareholders are cautioned that the final details of the spinout are still to be determined and there is no certainty that the spinout will be completed on the terms currently proposed or at all.
About Tocvan Ventures Corp.
Tocvan is a well-structured exploration development company. Tocvan was created in order to take advantage of the prolonged downturn the junior mining exploration sector, by identifying and negotiating interest in opportunities where management feels it can build upon previous success. Tocvan currently has approximately 29 million shares outstanding and is earning into three exciting opportunities: the Pilar gold-silver project and the El Picacho property within the Caborca orogenic gold belt, both located in Sonora, and the Rogers Creek copper project in Southern British Columbia. Management feels all three projects represent tremendous opportunity to create long-term shareholder value.
We seek Safe Harbor.
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