Aurum Lake Mining Announces Agreement FOR Proposed Qualifying Transaction
AURUM LAKE MINING CORPORATION
Brookfield Place, Suite 4400
181 Bay Street, Toronto, ON M5J 2T3
PRESS RELEASE
December 21, 2022 TSX-V: ARL.P
AURUM LAKE MINING ANNOUNCES AGREEMENT FOR PROPOSED QUALIFYING
TRANSACTION
TORONTO, ON – Aurum Lake Mining Corporation (“Aurum Lake” or the “Company”) announces
that it has entered into an agreement dated December 19, 2022 (the “ Option Agreement ”) with
Transition Metals Corp. (the “Optionor”). Pursuant to the Option Agreement, the Optionor has granted
the exclusive righ t and option (the “ Option”) to the Company to acquire a 100% interest of the
Optionor’s rights to certain mineral claims known as the Homathko Gold Project , located in the Province
of British Columbia (the “Property”).
Aurum Lake is a “capital pool company ” under the policies of the TSX Venture Exchange (the
“Exchange”) and the Opt ion Agreement with the Optionor will constitute its “Q ualifying Transaction”
(the “Transaction”) in accordance with Exchange Policy 2.4 - Capital Pool Companies (“Policy 2.4”).
Upon completion of the Transaction, Aurum Lake expects to be listed as a Tier 2 Mining Issuer on the
Exchange.
Terms of the Transaction
Pursuant to the Option Agreement, the Optionor will retain a net smelter royalty of 2.0% on all mineral
production on the Property and the Option is also subject to an underlying net smelter royalty of 1.0% on
tenures 1010863, 761502 and 761522 to Nova Royalty Corp.
In consideration of the grant of the Option, the Company will pay a total of $ 470,000 to the Optionor in
cash payments per the schedule listed below , incur work program expenditures on the Property totalling
$500,000 over two years, and make a one -time $5,000,000 lump sum payment to the Optionor upon the
commencement of commercial production, in addition to making such payments as necessary to keep the
Property in good standing during the term of the Option.
The cash payments will be made as follows:
(i) $20,000 on signing;
(ii) an additional $100,000 three days following the date the Option Agreement is accepted
for filing by the Exchange (the “Effective Date”);
(iii) an additional $150,000 on the first anniversary of the Effective Date; and
(iv) an additional $200,000 on the second anniversary of the Effective Date.
The work program expenditures will be made in accordance with the following schedule:
(i) $100,000 by the first anniversary of the Effective Date; and
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(ii) a cumulative total of $500,000 by the second anniversary of the Effective Date.
The Option Agreement and the Transaction are subject to a number of conditions including, but not
limited to, receipt of all required regulatory approvals, including Exchange approval. The Transaction will
be an arm’s length transaction, and accordingly, will not require approval of the shareholders of Aurum
Lake.
The Property
The Property is located in the Cariboo Region of British Columbia, approximately 57 kilometres south of
the community of Tatla Lake , which lies 222 kilometres west of Williams Lake. The Property comprises
of 35 contiguous mineral claims, encompassing a total of 30,971 hectares . Over its history, multiple
mineralized veins were discovered in this area with high-grade gold values.
Concurrent Financing
In connection with the Transaction, the Company is anticipating that it would complete a concurrent
private placement (the “Concurrent Financing”), the terms of which will be determined at a later date.
The Company intends to use the net proceeds of the Concurrent Financing to fund the acquisition costs of
the Transaction, to fund the work program expenditures as detailed in the NI 43-101 (as defined below)
technical report and to fund the general working capital expenses of the resulting issuer. Aurum Lake will
issue a subsequent news release once the Company has finalized the terms of the Concurrent Financing in
accordance with Policy 2.4.
Directors and Management
The current directors of the Company will all remain as directors of the Company following the
completion of the Transaction.
Sponsorship
Aurum Lake intends to make an application to the Exchange to have the requirement for sponsorship of
the Transaction waived. There can be no assurance that the waiver will be granted. In any event, an
agreement to sponsor should not be construed as any assurance with respect to the merits of the
Transaction or the likelihood of its completion.
Trading Halt
In accordance with Exchange policies, Aurum Lake’s common shares are currently halted for trading and
will remain so until completion of the Transaction. Aurum Lake expects to provide an update with respect
to the Property and the proposed Qualifying Transaction in a subsequent press release in accordance with
Policy 2.4.
Qualified Person
George Wesley Roberts is a “qualified person” in accordance with National Instrument 43- 101 –
Standards of Disclosure for Mineral Projects (“NI 43-101”) and has reviewed and approved the technical
information contained in this news release.
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For further information please contact:
Patrick Sapphire
Chief Executive Officer
Phone: 647-530-1117
Forward-Looking Statements
This press release may cont ain certain “forward -looking statements.” Forward- looking statements
involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual
results, performance or achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by the forward -looking statements. These forward -
looking statements or information may relate to the Transaction and various approvals required in
connection with the Transaction, the re liability of third -party information and other factors or
information Any forward-looking statement speaks only as of the date of this news release and, except as
may be required by applicable securities laws, the Company disclaims any intent or obligation to update
any forward -looking statement, whether as a result of new information, future events or results or
otherwise.
Completion of the Transaction is subject to a number of conditions, including, but not limited to,
Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority
shareholder approval. Where applicable, the Transaction cannot close until the required 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 management information circular or filing
statement to be prepared in connection with the Transaction, any information released or received with
respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in
the securities of a capital pool company should be considered highly speculative.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news
release.