Zincore, to be Renamed Golden Cross Resources, Provides Update on Acquisition of Reedy Creek and Providence Gold Project and Concurrent Financing
Zincore, to be Renamed Golden Cross
Resources, Provides Update on Acquisition of
Reedy Creek and Providence Gold Project and
Concurrent Financing
Vancouver, British Columbia--(Newsfile Corp. - February 13, 2025) - Zincore Metals Inc.
(TSXV: ZNC.H)
(the "
Company
") is pleased to provide an update on its proposed acquisition of the Reedy Creek and
Providence gold projects in Victoria, Australia (collectively, the "
Project
") from Great Pacific Gold Corp.
(the "
Vendor
"), as previously disclosed in the Company's news release dated December 3, 2024, and
to announce the terms of a non-brokered private placement of subscription receipts to be completed in
connection with the acquisition.
The Project
The Project is comprised of two tenements covering an area of 445km
2
located approximately 10 km
northeast of Southern Cross' Sunday Creek discovery in central Victoria, Australia.
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The Project land package includes the historic Reedy Creek goldfield and Welcome Reef / Providence
project. Exploration to date has identified potential for epizonal gold mineralization akin to the Fosterville
and Costerfield operating mines to the west. Despite limited modern exploration, recent drilling by Great
Pacific Resources between 2021 and 2024 has returned significant gold mineralization along a recently
defined NW-SE gold-in-soil geochemical anomaly. Readers are cautioned that the Company has not
independently verified information on nearby or adjacent properties and that they are not necessarily
indicative of the mineralization on the Project.
Update on Proposed Transaction
As previously announced, the Company entered into a share purchase agreement dated effective
December 3, 2024 (the "
Definitive Agreement
") among the Company, the Vendor and 1513609 B.C.
Ltd., a wholly-owned subsidiary of the Vendor ("
BC Subco
"), pursuant to which, subject to regulatory
approval, the Company will acquire 100% of the issued and outstanding shares of BC Subco (the
"
Proposed Transaction
"), which will hold, through an Australian subsidiary, a 100% interest in and to
the Project.
The Company has made its initial filings with the TSX Venture Exchange (the "
Exchange
") to seek
conditional acceptance of the Proposed Transaction and is continuing to work diligently towards the
completion of the Proposed Transaction expected to take place in March 2025. The Company is please
to provide the following updates on the Proposed Transaction.
Fundco Acquisition
In connection with the Proposed Transaction, 1512736 B.C. Ltd. ("
Fundco
") was established by certain
investors to fund the $500,000 cash deposit (the "
Deposit
") payable to the Vendor on behalf of the
Company upon the execution of the Definitive Agreement and to fund other expenses relating to the
Proposed Transaction. On December 6, 2024, Fundco completed a private placement of 4,856,667
units ("
Fundco Units
") at a price of $0.12 per Fundco Unit for gross proceeds of $582,800. Each
Fundco Unit consisted of one common share (each, a "
Fundco Share
") and one common share
purchase warrant (each, a "
Fundco Warrant
"), each exercisable at $0.25 per share for a period of 24
months from the date of issuance.
On December 6, 2024, the Company entered into a securities exchange agreement (the "
SEA
") with
Fundco and each of the securityholders of Fundco, pursuant to which, concurrent with and subject to the
completion of the Proposed Transaction, the Company will acquire 100% of the issued and outstanding
securities of Fundco (the "
Fundco Acquisition
"). Pursuant to the terms of the SEA, securityholders of
Fundco will receive one (1) Post-Consolidation Common Share (as defined herein) for each Fundco
Share held and warrantholders of Fundco will receive one warrant to purchase a Post-Consolidation
Common Share for each Fundco Warrant, each exercisable at $0.25 per Post-Consolidation Common
Share for a period of 24 months from the date of issuance. In connection with the completion of the
Fundco Acquisition, the Company will issue to the holders of Fundco securities an aggregate of
4,856,667 Post-Consolidation Common Shares and 4,856,667 warrants to acquire Post-Consolidation
Common Shares. The Fundco Acquisition remains subject to the approval of the Exchange.
The Fundco Acquisition will constitute a Related Party Transaction (as such term is defined in the
policies of the Exchange) of the Company, as Associates (as such term is defined in the policies of the
Exchange) of Matthew Roma (CEO and a director of the Company) and Darryl Cardey (a director of the
Company), participated in the Fundco financing and will receive an aggregate of 750,000 Post-
Consolidation Common Shares and warrants to purchase 750,000 Post-Consolidation Common Shares
pursuant to the Fundco Acquisition. The participation of such Associates in the Fundco Acquisition may,
in each case, constitute a related party transaction under Multilateral Instrument 61-101 -
Protection of
Minority Security Holders in Special Transactions
("
MI 61-101
"). The Company is relying on the
exemptions from the valuation requirement and the minority approval requirement set out in subsections
5.5(a)
Fair Market Value Not More than 25% of Market Capitalization
and 5.7(1)(a)
Fair Market Value
not More than 25% of Market Capitalization
, of MI 61-101, respectively.
Consolidation
On or prior to the closing of the Proposed Transaction, the Company will complete a consolidation (the
"
Consolidation
") of its issued and outstanding common shares (the pre-Consolidation common shares
in the authorized structure of the Company being referred to as, the "
Common Shares
") on the basis of
one (1) new common share in the authorized structure of the Company (the "
Post-Consolidation
Common Shares
") for each 2.5 old Common Shares. The Company currently has 43,663,174
Common Shares issued and outstanding, and following the Consolidation, the Company will have
approximately 17,465,269 Post-Consolidation Common Shares issued and outstanding, prior to
rounding for fractional shares. The Consolidation remains subject to the approval of the Exchange. The
Company will issue a further news release upon receiving Exchange approval, announcing the effective
date of the Consolidation.
Name Change
It is anticipated that concurrent with the completion of the Proposed Transaction the Company will
change its name to "Golden Cross Resources Inc." (the "
Name Change
"). The Company will issue a
further news release upon receiving Exchange approval, announcing the effective date of the Name
Change.
Director Appointment
In connection with closing of the Proposed Transaction, the Company expects to appoint Nicholas
Rowley as an additional independent director. Mr. Rowley is an experienced corporate executive with a
strong financial background with over 16 years' experience specialising in marketing and sales of
various raw materials, corporate advisory, M&A transactions and equities markets. Mr. Rowley's most
recent position was Director - Corporate Development of ASX-listed lithium company, Galaxy
Resources Limited. Mr. Rowley through this role saw the implementation and closing of a $6 billion
merger with Orocobre Limited, to create the world's fifth largest lithium producer Allkem in mid-2021 to
be acquired by Rio Tinto in 2025.
Concurrent Financing
In connection with the Proposed Transaction, the Company will complete a non-brokered private
placement (the "
Concurrent Financing
") of up to 29,000,000 subscription receipts of the Company
(the "
Subscription Receipts
") at a price of $0.15 per Subscription Receipt for aggregate gross
proceeds of up to $4,350,000. Upon satisfaction of certain release conditions, which include the
completion of the Proposed Transaction, each Subscription Receipt will be deemed to be exercised,
without payment of any additional consideration and without further action on the part of the holder
thereof, for one (1) Post-Consolidation Common Share, and the escrowed subscription funds will be
released to the Company. The Company may pay finder's fees in connection with the Concurrent
Financing, in accordance with the policies of the Exchange.
The proceeds of the Concurrent Financing will be used to fund (i) expenses of the Proposed Transaction
and the Concurrent Financing, (ii) the exploration and development of the Project, and (iii) working
capital requirements of the Company following completion of the Proposed Transaction. The Concurrent
Financing remains subject to the approval of the Exchange.
Assuming that the that the Concurrent Financing is fully subscribed, there will be: (i) approximately
58,171,936 Post-Consolidation Common Shares issued and outstanding upon completion of the
Proposed Transaction and the Concurrent Financing; (ii) the Zincore shareholders will hold
approximately 17,465,269 Post-Consolidation Common Shares, representing approximately 30.02% of
the issued and outstanding Post-Consolidation Common Shares; (iii) the Vendor will hold 6,000,000
Post-Consolidation Common Shares, representing approximately 10.31% of the issued and outstanding
Post-Consolidation Common Shares; (iv) former Fundco securityholders will hold 4,856,667 Post-
Consolidation Common Shares, representing approximately 8.35% of the issued and outstanding Post-
Consolidation Common Shares; (v) an arm's-length finder for the Proposed Transaction will hold
850,000 Post-Consolidation Common Shares, representing approximately 1.46% of the issued and
outstanding Post-Consolidation Common Shares, and (vi) investors in the Concurrent Financing will hold
29,000,000 Post-Consolidation Common Shares, representing approximately 49.85% of the of the
issued and outstanding Post-Consolidation Common Shares, in each case on a non-diluted basis.
For additional details regarding the Proposed Transaction and the Project, please see the Company's
news release dated December 4, 2024, which is available under the Company's SEDAR+ profile at
www.sedarplus.ca
.
All currency references in the news release are in Canadian currency unless otherwise noted.
The securities of the Company referred to in this news release have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "
U.S. Securities Act
"), or
any state securities laws. Accordingly, the securities of the Company may not be offered or sold within
the United States unless registered under the U.S. Securities Act and applicable state securities laws
or pursuant to an exemption from the registration requirements of the U.S. Securities Act and
applicable state securities laws. This news release does not constitute an offer to sell or a solicitation
of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Zincore
Zincore is a Vancouver-based Company, with common shares which trade on the NEX Board of the
Exchange under the symbol ZNC.H.
ON BEHALF OF THE BOARD OF DIRECTORS
"Matthew Roma"
Matthew Roma
Chief Executive Officer
For further information, please contact:
Zincore Metals Inc.
Matthew Roma, Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain "forward-looking statements" within the meaning of applicable
securities laws. Any statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often,
but not always, using words or phrases such as "expects" or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "estimates" or "intends" or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not
statements of historical fact and may be considered forward-looking statements. Examples of forward-
looking statements in this news release include, amongst others, the completion of the Proposed
Transaction on the terms described herein or at all, the receipt of all necessary corporate and regulatory
approvals (including the approval of the Exchange) for the Proposed Transaction, the completion of the
Fundco Acquisition, the receipt of Exchange approval for the Fundco Acquisition, the completion of the
Consolidation, the receipt of Exchange approval for the Consolidation, the completion of the Name
Change, the receipt of Exchange approval for the Name Change, the completion of the Concurrent
Financing on the terms described herein or at all, the proposed use of proceeds of the Concurrent
Financing and the receipt of Exchange approval for the Concurrent Financing. The completion of these
transaction is based on a number of assumptions, including that all conditions precedent of the
Proposed Transaction will be met or waived. There is no assurance that the Proposed Transaction will
be completed on the terms set forth in this news release, or at all. These forward-looking statements are
subject to a variety of risks and uncertainties which could cause actual events or results to materially
differ from those reflected in the forward-looking statements. Except as required by applicable securities
laws, the Company undertakes no obligation to update these forward-looking statements in the event
that management's beliefs, estimates or opinions, or other factors, should change.
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