Aston BAY to Acquire Jack'S Fork Exploration, Inc.; Don Taylor to Join Advisory Board
FOR IMMEDIATE RELEASE TSX-V: BAY
ASTON BAY TO ACQUIRE JACK'S FORK EXPLORATION, INC.;
DON TAYLOR TO JOIN ADVISORY BOARD
August 21, 2018 – Toronto, ON – Aston Bay Holdings Ltd. (TSX-V: BAY) ("Aston Bay" or the
"Company") is pleased to announce that they have entered into a definitive merger agreement
dated August 20, 2018 (the "Merger Agreement") with Jack's Fork Exploration, Inc. ("JFE"), a
private company incorporated under the laws of the State of Delaware, pursuant to which Aston
Bay has agreed to acquire all of the issued and outstanding stock of JFE (the "Acquisition").
Through the JFE acquisition, Aston Bay will own exclusive rights to an integrated geophysical,
geochemical and geological dataset over the Blue Ridge Project area located in central Virginia,
USA. The Project is located within a copper -lead-zinc-gold-silver (Cu -Pb-Zn-Au-Ag)
mineralized sedimentary and v olcanic belt prospective for sedimentary exhalative (SEDEX) or
Broken Hill (BHT) type deposits.
Don Taylor, President of JFE, will join the Aston Bay team in the position of Technical Advisor
for the Blue Ridge Project . Mr. Taylor is the former COO of Arizona Mining Inc. and the 2018
Thayer Lindsley Award winner for his discovery of the Taylor Pb-Zn-Ag Deposit in Nevada.
The comprehensive Blue Ridge Project dataset includes:
• airborne EM/Mag survey covering approximately 50km x 100km (500,000 hectares or
over 1.2 million acres).
• regional stream sediment survey coincident to the AEM survey, including
o traditional -80 mesh survey samples analyzed for 31 elements, and
o heavy mineral concentrate sampling identifying specific minerals of interest.
• multi-element soil grids over select targets
• drill hole database
o archival drill c ore and multi -element geochemical data from 20 diamond drill
holes at area Cu-Zn-Pb prospects
o assay data from multiple historical drill holes at area gold prospects.
The Project has numerous strengths that will be accretive to Aston Bay, including:
• near term discovery potential
• a target- and data -rich, under -explored project with drill- ready targets and access to a
very large land position
• significant recent and historical drill intercepts with limited follow-up
• numerous base metal and gold prospects identified through geophysics, geology &
geochemistry
• year-round access and well-developed infrastructure allow for steady news flow
• private land leases in advanced stages of negotiation, and
• well-established mining law and permitting process
“With our Aston Bay (Storm/Seal) and Blue Ridge projects, t he Company now has two projects
with significant base metal discovery potential, and two proven mine finders on our team with
David Broughton and Don Taylor ,” stated Thomas Ullrich, CEO of Aston Bay. “Mr. Taylor
brings the experience, expertise and relationships critical to successful exploration in Virginia.”
Don Taylor noted “The JFE data set and lands in Virginia are very exci ting in highlighting what
we recognize as a geologic terrane with outstanding potential to host a significant base metal
discovery. Our agreement with Aston will allow us to pursue a more timely discovery in the
district, and also expose our shareholders to the other outstanding projects already controlled by
Aston Bay.”
Dr. David Broughton, Chief Geologist for Aston Bay , remarked “We are delighted at the
prospect of expanding Aston Bay’s portfolio with a large land position in a prospective base and
precious metal belt, and having year -round exploration opportunities in the US in addition to
Nunavut.”
Further information on the area and geologic potential can be found on the Aston Bay website
(www.astonbayholdings.com).
The Acquisition will be completed by way of a reverse triangular merger of Blue Ridge Mining ,
a wholly owned subsidiary of the Company, into JFE, resulting in JFE being renamed "Blue
Ridge Mining" and becoming a direct and wholl y-owned subsidiary of Aston Bay . The new
Aston Bay subsidiary will operate the existing business of JFE moving forward.
Under the terms of the Merger Agreement, holders of JFE shares ("JFE Shareholders") will be
entitled to receive 0.57396868 of a common share of Aston Bay (each whole share, an "Aston
Bay Share") in ex change for each JFE share held immediately prior to the effective time of the
Acquisition. Based on Aston Bay's closing price on the TSX Venture Exchange as of August 17,
2018 (being the last trading day prior to the announcement of the Acquisition) approximately
12,000,000 Aston Bay shares will be issued for a total acquisition cost of $1,560,000. The
Acquisition will require the approval of JFE Shareholders at a special meeting expected to take
place in September 30, 2018 (the "JFE Meeting"). In order to become effective, the Acquisition
must be approved at the JFE Meeting by JFE Shareholders holding greater than 50 percent of the
JFE shares entitled to vote at the JFE Meeting. Directors and officers of JFE and certain JFE
Shareholders holding approximately 58% of the issued and outstanding JFE shares have entered
into voting and support agreements with Aston Bay in support of the Acquisition. The board of
directors of JFE has unanimously approved the Acquisition and will recommend that JFE
Shareholders vote FOR the Acquisition. The Merger Agreement includes representations,
warranties and covenants typical of a transaction of this nature, including with respect to non-
solicitation. Completion of the Acquisition will be subject to review and approval of t he TSX
Venture Exchange. The Merger Agreement, which describes the full particulars of the
Acquisition, will be made available on SEDAR under the issuer profile of Aston Bay at
www.sedar.com.
QUALIFIED PERSON
As per National Instrument 43- 101 Standards of Disclosure for Mineral Projects, Michael
Dufresne, M.Sc., P.Geol., P.Geo., a Director of and a consultant to Aston Bay, is the Qualified
Person for the Company and has prepared, validated and approved the technical and scientific
content of this news release. The Company strictly adheres to CIM Best Practices Guidelines in
conducting, documenting, and reporting its exploration activities on the Storm Project.
ABOUT ASTON BAY HOLDINGS LTD.
Aston Bay Holdings Ltd. is a publicly traded mineral explorat ion company exploring for large,
high-grade, sediment-hosted copper and zinc deposits in Nunavut, a mining -friendly Canadian
jurisdiction. Aston Bay is 100% owner of the 1,024,345- acre (414,537- hectare) Aston Bay
Property located on western Somerset Island, Nunavut. The Aston Bay Property hosts the Storm
Copper Project and the Seal Zinc Prospect, with historical drilling confirming the presence of
sediment-hosted copper and zinc mineralization. The Company’s public disclosure documents
are available on www.sedar.com.
FORWARD-LOOKING STATEMENTS
Statements made in this press release, including those regarding the completion of the
acquisition, management objectives, forecasts, estimates, expectations, or predictions of the
future may constitute "forward -looking statement", which can be identified by the use of
conditional or future tenses or by the use of such verbs as "believe", "expect", "may", "will",
"should", "estimate", "anticipate", "project", "plan", and words of similar import, including
variations t hereof and negative forms. This press release contains forward- looking statements
that reflect, as of the date of this press release, Aston Bay’s expectations, estimates and
projections about its operations, the mining industry and the economic environment in which it
operates. Statements in this press release that are not supported by historical fact are forward -
looking statements, meaning they involve risk, uncertainty and other factors that could cause
actual results to differ materially from those expre ssed or implied by such forward looking
statements. Although Aston Bay believes that the assumptions inherent in the forward- looking
statements are reasonable, undue reliance should not be placed on these statements, which apply
only at the time of writing of this press release. Aston Bay 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 to the extent required by securities legislation. We seek safe harbour.
Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
FOR ADDITIONAL INFORMATION CONTACT:
Thomas Ullrich, Chief Executive Officer
Telephone: (416) 456-3516