Regency GOLD Enters into Definitive Agreement to Acquire Vanadium North Resources
REGENCY GOLD CORP.
Suite 1703, Three Bentall Centre
595 Burrard Street Vancouver, BC, V7X 1J1
NEWS RELEASE
REGENCY GOLD ENTERS INTO DEFINITIVE AGREEMENT
TO ACQUIRE VANADIUM NORTH RESOURCES
Vancouver, BC, February 13, 2019 – Regency Gold Corp (“ Regency” or the “Company”) (NEX:RAU.H) is pleased to
announce that it has entered into a definitive agreement (the “DA”) dated February 8, 2019, with Vanadium North Resources
Inc. (“Vanadium North”), pursuant to which the Company has agreed to acquire all of the issued and outstanding common
shares of Vanadium North (the “Acquisition”).
Vanadium North is a privately-owned Canadian mining company, which holds the Valley of Vanadium project (the “Valley
of Vanadium”) in the Northwest Territories. The 9,600 hectare project is comprised of wholly-owned claims in addition to
an option to acquire 100% of mining claims owned by Strategic Metals Ltd. (“Strategic Metals”), previously known as the
Van project. Strategic Metals and Vanadium North are arm’s length parties from each other.
Valley of Vanadium
The Valley of Vanadium project is a major sediment-hosted vanadium prospect that has not seen focused exploration since
1985. The project encompasses 19 road accessible mineral claims (96 km 2) that are located in southwestern Northwest
Territories. It is immediately northwest of the former Cantung Mine.
Vanadium mineralization is principally developed in a moderately to steeply dipping, sooty black, carbonaceous, siliceous
mudstone unit. Historical geological mapping done in conjunctio n with chip sampling and diamond drilling indicates that
this unit is at least 50 m thick and extends over a considerable strike length. Two lines of continuous chip samples collected
600 m apart across the prospective horizon returned weighted averages of 0.58% and 0.61% V2O5 over true widths of 56.1
m and 60.2 m, respectively. A diamond drill hole completed betw een the chip sample lines yielded a weighted average of
0.42% V2O5 over 52.5 m, within a broader zone averaging 0.3% V2O5 over 110 m. Bedrock exposure is very limited on the
property and the length of the mineralized zone is probably much greater than 600 m since this type of deposit tends to have
a high aspect ratio (depositional area vs. thickness).
Strategic Metals will retain a 2% net smelter return royalty on any commercial production from the property, one-half of
which may be purchased for a payment of $1,000,000 any time prior to the commencement of commercial production.
Technical information in this news release has been approved by Galen McNamara P. Geo., President & CEO of Vanadium
North and a qualified person for the purpose of National Instrument 43-101. All technical results were obtained from work
completed historically on the Valley of Vanadium.
Management and Directors
The board of directors and management team of the company will include the following professionals upon completion of
the Acquisition.
Michael Konnert – President, CEO and Director
Mr. Konnert is co-founder and Partner of Inventa Capital Corp., a private natural resource investment company and
President and CEO of Vizsla Resources Corp (TSX-V: VZLA). Previ ously, he was co-founder and CEO of Cobalt One
Energy Corp. which was acquired by Blackstone Minerals Ltd. (ASX: BSX) in 2017. He has nearly a decade of experience
in the natural resources industry, specifically in executing successful corporate strategies for mineral exploration companies.
Mr. Konnert started his career with Pretium Resources Inc. (TSX: PVG) shortly after their $265M IPO. Following that, he
spent three years with Riverside Resources Inc. (TSXV: RRI). Mr . Konnert holds a BCom from Royal Roads University
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and a Diploma in Entrepreneurship from the British Columbia Institute of Technology.
Galen McNamara – COO and Director
Mr. McNamara is an entrepreneur and geologist who has been invo lved in the resource industry since 2007. He is a co-
founder of Vanadium North Resources Inc. Previously he was Senior Project Manager at NexGen Energy Ltd. (TSX: NXE)
where he led field exploration activities. For his work, he sha red the 2018 PDAC Bill Dennis Award and 2016 Mines and
Money Exploration of the Year Award. In 2014, Mr. McNamara co-f ounded Pioneer Exploration Consultants Ltd., a
successful exploration consulting business, and Pioneer Aerial Surveys Ltd, a company focused on developing UAV-borne
geophysical surveys. Prior to that, he managed surface explorat ion at what is now SSR Min ing’s Seabee Gold Operation
where he worked on the early drill development of the currently producing Santoy Gap gold deposit. He has extensive
experience managing the rapid advancement of mineral projects beginning from discovery.
Garret Ainsworth – Director and Technical Advisor
Mr. Ainsworth is an accomplished geologist and mining executive . He was Vice President Exploration & Development at
NexGen Energy Ltd. (TSX: NXE) wh ere he led the technical team a nd all exploration activities. For his work at
NexGen, Garrett was co-recipient of the 2018 PDAC Bill Dennis A ward and the 2016 Mines and Money Exploration
Award. Prior to that, he was the Vice President Exploration at Alpha Minerals Inc., and project managed the discovery of
the Patterson Lake South high-grade uranium boulder field and d rill discovery of the Triple R Uranium deposit. He was
named co-recipient of the AMEBC Colin Spence Award in 2013 for his lead role in the discovery of Triple R.
Bill Radvak – Director
Bill Radvak has 30 years of experience as senior manager and/or director of junior public companies with business including
high tech, biotech and mining. Bill Radvak received a Mining and Mineral Processing Engineering Degree (1986) from the
University of British Columbia. Bill Radvak joined Monitor Vent ures as President & CEO in 2010. Previously he was a
Founder and CEO of Response Biomedical Corp., a publicly listed medical device company. Mr. Radvak led Response
Biomedical from inception to a 90-employee sales and manufacturing company.
Terms of Acquisition
Upon completion of the Acquisition, (a) Regency will own 100% o f Vanadium North in consideration for the issuance to
Vanadium North shareholders of an aggregate of 13,995,985 commo n shares in the capital of the Company (“ Common
Shares”); and (b) Regency will issue 7,500,000 Common Shares to Strategic Metals. The common shares of the Company
to be issued to the shareholders of Vanadium North as considera tion for the Acquisition, as well as the common shares of
the Company to be issued to Strategic Metals, will be subject t o a voluntary escrow with releases occurring on the terms
contained in the DA which will be filed on SEDAR, in addition to any mandatory escrow that may be imposed by the TSX
Venture Exchange (TSX-V)
The Company will not be seeking sh areholder appr oval of the Tra nsaction, as the Transaction is not a Related Party
Transaction (as defined in the policies of the TSXV) and no oth er circumstances exist which may compromise the
independence of the Company with respect to the transaction. Additionally, the Company is without active operations and
is listed on NEX and the Company is not and does not anticipate being subject to a cease trade order or be suspended from
trading on completion of the Transaction. The Company is not required by corporate law or applicable securities laws from
seeking shareholder approval.
The Acquisition is considered a Change of Business under the po licies of the TSXV. At the time of listing on NEX, the
Company was not in the business of mineral exploration, though it currently holds certain mineral assets. On completion
of the Acquisition, the business of the Company will be the bus iness of Vanadium North, and it will be a mineral issuer
engaged in the vanadium exploration space.
Financing
Regency also intends to complete a concurrent private placement financing (the “ Financing”), to raise up to $2,000,000
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through the issuance of up to 8,000,000 common shares of the Co mpany at a price of $0.25 per share. In the event the
Private Placement is over-subscribed, the Company will make provision for an over-allotment option (the “Over-Allotment
Option”) to allow the Company to increase the size of the Private Placement by up to 20% and issue an additional 2,000,000
common shares for additional gross proceeds of $500,000.The pri cing of the Financing was determined in the context of
the market. The Common Shares to be issued pursuant to the Financing will be subject to a four-month hold period.
The net proceeds from the Financing are expected to be used to fund exploration activities at the Company’s properties and
for working capital purposes.
The parties to the Acquisition are at Arm’s Length. Completion of the Acquisition and the Financing are subject to a number
of conditions, including the receipt of all required regulatory and third-party consents, including the approval of the TSXV,
and the satisfaction of other customary closing conditions. Neither the Acquisition nor the Financing can be completed until
the required approvals are obtained. There can be no assurance that the Acquisition or the Financing will be completed as
proposed or at all.
About Vanadium North Resources Corp.
Vanadium North is a British Columbia corporation that holds an option to acquire 100% of the Valley of Vanadium, and
such project, combined with surrounding claims that have been staked by Vanadium North, comprises its sole asset. In order
to exercise the option, it is anticipated that the Company will be required to (a) issue 7,500,000 common shares to Strategic
Metals, (b) incur expenditures of at least $90,000 prior to November 1, 2018 (complete), and (c) maintain all mining claims
comprising the Valley of Vanadium project in good standing unti l December 31, 2019 (complete). Strategic Metals will
retain a 2% net smelter return royalty on any commercial production from the property, one-half of which may be purchased
for a payment of $1,000,000 any time prior to the commencement of commercial production.
The company was incorporated in July 2018 and has unaudited as sets of approximately $430,000 and no liabilities.
Vanadium North is currently completing audited financial statements in conjunction with the Acquisition.
About Regency Gold Corp.
Regency Gold Corp is a mineral exploration company based in Can ada. It is engaged in the identification, acquisition,
exploration and, development of exploration and evaluation assets.
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested
Shareholder approval. The transaction cannot close until the req uired Shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the discl osure document to be prepared in connection with the
transaction, any information released or received with respect to the change of busin ess may not be accurate or complete
and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the mer its of the proposed transac tion and has neither approved
nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Prov ider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ON BEHALF OF THE BOARD OF DIRECTORS
“Bill Radvak”
Bill Radvak
Chief Executive and Director
For further information, please contact +1 778-888-4101
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Forward-Looking Information
This news release contains forward-looking statements and infor mation that are based on the beliefs of management and
reflect the Company’s current expectations. When used in this n ews release, the words “estimate”, “project”, “belief”,
“anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “ should” and the negative of th ese words, or such variations
thereon or comparable terminolog y, are intended to identify for ward-looking statements and information. The forward-
looking statements and information in this news release include but are not limited to any statements concerning the expected
results of the Acquisition; compl etion of the transactions cont emplated by the DA and the anticipated timing thereof;
completion of the Financing and the anticipated timing thereof and the expected use of proceeds from the Financing.
By their nature, forward-looking statements involve known and u nknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements, or other future events, to be materia lly different from any future
results, performance or achievements expressed or implied by such forward-looking statements.
The forward-looking information contained in this news release represents the expectations of the Company as of the date
of this news release and, accordingly, is subject to change aft er such date. Readers should not place undue importance on
forward-looking information and should not rely upon this information as of any other date. While the Company may elect
to, it does not undertake to update this information at any par ticular time except as required in accordance with applicable
laws.