Sun Summit Signs Letter of Intent to Acquire the Theory Project in the Toodoggone Mining District, B.C.
Sun Summit Signs Letter of Intent to Acquire
the Theory Project in the Toodoggone Mining
District, B.C.
Vancouver, British Columbia--(Newsfile Corp. - January 13, 2025) - Sun Summit Minerals Corp. (TSXV:
SMN) (OTCQB: SMREF) ("Sun Summit") is pleased to announce it has entered into a non-binding Letter
of Intent ("LOI") with Eagle Plains Resources Ltd. (TSXV: EPL) ("Eagle Plains") whereby Sun Summit
and Eagle Plains will negotiate and settle the terms of a definitive option agreement (the "Option
Agreement") for Sun Summit to acquire up to a 100% interest in Eagle Plains' wholly-owned Theory
copper-gold project located in the highly prospective Toodoggone Mining District, British Columbia
Highlights
Strategic acquisition:
Proposed acquisition of the Theory Project would increase Sun Summit's
Toodoggone footprint by ~10,000 hectares, creating a combined district-scale project of ~25,000
hectares.
Increased land position in prime location:
The Theory Project borders Thesis Gold's Ranch
Project to the north and is located within 10 km of Sun Summit's JD Project, presenting significant
synergies and logistical advantages. The combined land package would effectively border the
Ranch property on its northern and eastern boundary and provide the Company with an attractive,
district scale exploration and development opportunity.
Significant exploration potential:
Theory Project hosts highly prospective geology with both
high-grade epithermal-related gold targets, and large bulk-mineable porphyry-related copper-gold
targets, supported by historical exploration and recent geophysical surveys.
Attractive option terms:
The Letter of Intent includes the option to acquire a 75% interest over
four years with exploration expenditures of CDN $3,000,000, cash payments of CDN $250,000,
and issuance of 750,000 shares, with the remaining 25% interest available for CDN $1,000,000.
Ongoing exploration planning:
Once the formal agreement is finalized and executed, Sun
Summit will complete an extensive data compilation and target generation exercise, which will
inform future exploration planning at Theory.
Sharyn Alexander, President of Sun Summit, commented: "This proposed acquisition of the Theory
Project significantly enhances our strategic position in the Toodoggone Mining District. By combining the
Theory and JD Projects, we create a district-scale opportunity with exceptional exploration potential and
significant logistical synergies. The option terms are both manageable and structured, allowing us to
maintain financial flexibility while advancing exploration efforts.
This acquisition aligns with our goal of
building a robust, diversified portfolio in this highly active mining district, and we look forward to
unlocking the full potential of these assets."
Theory Project
The Theory Project comprises 23 mineral claims covering 9,676 hectares. The project is 100% owned
by Eagle Plains, with 122 hectares of the property subject to an underlying 0.5% Net Smelter Royalty
("NSR") held by a third party. The project is located in north-central B.C. within the Toodoggone Mining
District, and is in close proximity with Sun Summit's JD Project. The project area shares similar geology
to the JD Project and Thesis Gold's Ranch-Lawyers Projects.
The project is helicopter-accessible and recent road upgrades completed in 2023 by Thesis Gold has
brought road access to within 8 kilometres of the southern boundary of the Theory project.
Geology in the Theory region is primarily comprised of lower Jurassic Hazelton Group volcanics
(Toodoggone Formation, same host rock as the JD Project) which unconformably overlie late Triassic
Takla Group volcanics. The entire package of volcanic and volcaniclastic rocks is intruded by late
Triassic and early Jurassic stocks. The Jurassic-Triassic unconformity (~200 Ma), termed by the B.C.
Geological Survey as the 'red-line', is observed throughout the Golden Triangle and Toodoggone regions
to have a high spatial correlation to many known mineral deposits. The majority of the property
encompasses this highly prospective contact.
Exploration by previous operators has been intermittent since the mid-1960's and regional government
surveys are sparse, however encouraging mineralization and alteration commonly associated to both
epithermal and porphyry systems has been documented. The most significant documented work was
completed in 1988 in the north and west areas of the Theory project area. Work consisted primarily of
alpine ridge and subalpine prospecting traverses as well as reconnaissance soil sample lines in areas
where no outcrop was present. This work documented occurrences of low-sulphidation epithermal-
related mineralization including quartz-barite veins with up to
8.2 g/t Au, 195 g/t Ag, and 6.2% Cu
at the
DM occurrence (BC Minfile 094E 231)*; and a quartz carbonate vein system with up to
6.8 g/t Au and
1,480 g/t Ag
at the Fred-1 occurrence (BC Minfile 094E 402)*. The BEV occurrences (BC Minfile 094E
259)*, interpreted as a Cu-Au porphyry target, returned select historical rock results up to
0.47% Cu,
10.5 g/t Ag, and 0.13 g/t Au
. Detailed soils revealed a 1.6 by 2 kilometre copper-in-soil anomaly with
peak soil results to 920 ppm Cu
. Very little work is documented in the south and eastern parts of the
property.
Note: Grab samples by nature are selective and therefore may not be representative of the
mineralization being evaluated.
Eagle Plains completed a 2024 property-wide airborne magnetic and radiometric survey at a nominal
100 metre line spacing to advance the property. The airborne geophysical survey highlighted a 13 by 13
kilometre area underlain by highly prospective Takla Group volcanics to the east and north, and Hazelton
Group volcanics and sediments to the south and west. This data provides a solid foundation upon which
to integrate historical local mapping and sampling results.
Figure 1: Toodoggone Property Map. Eagle Plain's Theory Project, north of Sun Summit's JD Project
and Thesis Gold's Ranch Project.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6142/236874_74b2ce72f4659aa2_001full.jpg
Letter of Intent Terms
Under the terms of the agreement, Sun Summit would acquire a 75% interest in the Theory Project over
a 4-year period in exchange for the issuance of 750,000 common shares, $250,000 cash and
exploration expenditures to a total of $3,000,000; according to the following schedule:
$200,000 ($200,000 total) on or before December 31, 2025
$400,000 ($600,000 total) on or before December 31st, 2026
$1,000,000 ($1,600,000 total) on or before December 31st, 2027, including a minimum of 1,000
metres of drilling
$1,400,000 ($3,000,000 total) on or before December 31st, 2028, including a minimum of 1,500
metres of drilling
In addition, Sun Summit will agree to pay a total cash consideration of CDN $250,000 according to the
following schedule:
$20,000 cash payment on signing of formal option agreement
$30,000 ($50,000 total) on or before December 31st, 2025
$50,000 ($100,000 total) on or before December 31st, 2026
$75,000 ($175,000 total) on or before December 31st, 2027
$75,000 ($250,000 total) on or before December 31st, 2028
In addition, Sun Summit will agree to issue to Eagle Plains 750,000 voting-class common shares
according to the following schedule:
50,000 shares on signing of formal option agreement
100,000 shares (150,000 total) on or before December 31st, 2025
150,000 shares 300,000 total) on or before December 31st, 2026
200,000 shares (500,000 total) on or before December 31st, 2027
250,000 shares (750,000 total) on or before December 31st, 2028
Upon completion and notice of exercise of Option 1, Eagle Plains will retain a total 2.0% NSR on all
areas underlain by the project, which may be bought down to 1.0% through a cash payment of
$1,000,000. Two of the claims are subject to a separate agreement which includes a 0.5% net smelter
returns royalty payable by the Optionor to an arms length third party, which may be repurchased in its
entirety for $1,000,000. For greater clarity, none of the Theory claims are encumbered in excess of an
aggregate of 2.5% NSR.
Following the completion and notice of exercise of Option 1, Sun Summit shall have the right to earn an
additional 25% (for a total of 100%) by making an additional cash payment and issuing shares (Option
2). In order to exercise Option 2, Sun Summit shall notify Eagle Plains of its intent to increase its interest
to 100%, no later than 180 days from the notice of exercise of Option 1, and make additional one-time
payments of $1,000,000 cash; of which half can be paid in Sun Summit shares (valuation to be at the
time of notification).
Following the exercise of Option 1, and in the event of failure to exercise Option 2, Sun Summit and
Eagle Plains shall then form a 75/25 joint venture ("JV") to further explore and develop the project. The
JV will hold and operate the properties, and each party will proportionately fund their share of
expenditures.
Next Steps
A formal agreement with industry standard terms will be prepared, and the expectation is the agreement
will be settled and executed by the parties within 90 days. The terms and conditions of the formal
agreement will be subject to the laws of the Province of British Columbia, Canada, and subject to
regulatory approval.
A more extensive compilation of historical exploration data needs to be completed with emphasis on the
extensive prospecting, mapping and geochemical surveys completed in 1988. Detailed georeferencing
of historical geochemical anomalies and geological structures of interest against the new 2024
geophysical dataset will assist with identification of follow-up field targets for the 2025 season.
Following the target identification exercise, an exploration plan and budget will be defined for the 2025
season. Minimum expenditures in 2025 are $200,000 with work expected to be conducted from the JD
camp. A new mineral exploration permit ("MX permit") will need to be secured for any future diamond
drilling. The application process will be initiated by Sun Summit shortly after execution of the formal
agreement.
Sun Summit has reviewed all available data as part of the due diligence process including compilation
and interpretation of available data from historical work programs. Work is ongoing and will lead to
recommendations for future work in consultation with Eagle Plains.
Clarification Regarding Private Placement Press Releases Dated December 20, 2024
In connection with the closing of the Company's non-brokered private placement of flow-through units
("FT Units") and non-flow-through units ("NFT Units"), which was announced via press releases on
December 20, 2024
, the Company clarifies that it paid aggregate cash finder's fees of $121,825.50,
and issued 848,864 finder warrants. 764,864 finder warrants were issued in connection with the FT
Units, each of which is exercisable at $0.145 per share until December 20, 2026. 84,000 finder warrants
were issued in connection with the NFT Units, each of which is exercisable at $0.13 per share until
December 20, 2027.
Grant of Restricted Share Units
The Company also announces that it has granted an aggregate of 2,300,000 restricted share units of the
company (each, an "RSU") to certain directors, officers and advisors to the Company. The RSUs have a
vesting period of 12 months. Once vested, each RSU entities the holder to acquire one common share
of the Company. The RSUs were issued pursuant to the terms of the Company's restricted share unit
plan.
References
*BC Mineral Occurrence Database, Ministry of Energy, Mines and Petroleum Resources,
https://minfile.gov.bc.ca/
National Instrument 43-101 Disclosure
This news release has been reviewed and approved by Sun Summit's Vice President Exploration, Ken
MacDonald, P. Geo., a "Qualified Person" as defined in National Instrument 43-101
Standards of
Disclosure for Mineral Projects
of the Canadian Securities Administrators. He has not been able to
verify the historical exploration data disclosed, including sampling, analytical and test data, underlying
the technical information in this news release since such data is historical and the original drill core is not
readily available. Some technical information contained in this release is historical in nature and has
been compiled from public sources believed to be accurate. The historical technical information has not
been verified by Sun Summit and may in some instances be unverifiable dependent on the existence of
historical drill core and grab samples.
Community Engagement
Sun Summit is engaging with First Nations on whose territory our projects are located and is discussing
their interests and identifying contract and work opportunities, as well as opportunities to support
community initiatives. The Company looks forward to continuing to work with local and regional First
Nations with ongoing exploration.
About the JD Project
The JD Project is located in the Toodoggone mining district in north-central British Columbia, a highly
prospective deposit-rich mineral trend. The project covers an area of over 15,000 hectares and is in
close proximity to active exploration and development projects, such as Thesis Gold's Lawyers and
Ranch projects, TDG Gold's Baker-Shasta projects, Centerra's Gold's Kemess East and Underground
projects, as well as the past-producing Kemess open pit copper-gold mine.
The project is 450 kilometres northwest of the city of Prince George, and 25 kilometres north of the
Sturdee airstrip. It is proximal to existing infrastructure in place to support the past-producing Kemess
mine, including roads and a hydroelectric power line.
The JD Project is in a favourable geological environment characterized by both high-grade epithermal
gold and silver mineralization, as well as porphyry-related copper and gold mineralization. Some
historical exploration, including drilling, geochemistry and geophysics, has been carried out on the
property, however the project area is largely underexplored.
About Sun Summit
Sun Summit Minerals (TSXV: SMN) (OTCQB: SMREF) is a mineral exploration company focused on
expansion and discovery of district scale gold and copper assets in British Columbia. The Company's
diverse portfolio includes the JD Project in the Toodoggone region of north-central B.C., and the Buck
Project in central B.C.
Further details are available at
www.sunsummitminerals.com
.
On behalf of the board of directors
Brian Lock
For further information, contact:
Sharyn Alexander
President
Matthew Benedetto
Simone Capital
Tel. 416-817-1226
Forward Looking Information
Statements contained in this news release that are not historical facts may be forward-looking
statements, which involve risks, uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements. In addition, the forward-
looking statements require management to make assumptions and are subject to inherent risks and
uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate,
that the management's assumptions may not be correct and that actual results may differ materially from
such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-
looking statements. Generally forward-looking statements can be identified by the use of terminology
such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential"
and similar expressions. Forward-looking statements contained in this press release may include, but
are not limited to, potential mineralization, exploration plans, and engagement with First Nations
communities. These forward-looking statements are based on a number of assumptions which may
prove to be incorrect which, without limiting the generality of the following, include: risks inherent in
exploration activities; the impact of exploration competition; unexpected geological or hydrological
conditions; changes in government regulations and policies, including trade laws and policies; failure to
obtain necessary permits and approvals from government authorities; volatility and sensitivity to market
prices; volatility and sensitivity to capital market fluctuations; the ability to raise funds through private or
public equity financings; environmental and safety risks including increased regulatory burdens; weather
and other natural phenomena; and other exploration, development, operating, financial market and
regulatory risks. The forward-looking statements contained in this press release are made as of the date
hereof or the dates specifically referenced in this press release, where applicable. Except as required by
applicable securities laws and regulation, Sun Summit disclaims any intention or obligation to update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. All forward-looking statements contained in this press
release are expressly qualified by this cautionary statement.
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.
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