Belmont Resources Shareholders Overwhelmingly Approve Change of Control Resolution
Belmont Resources Shareholders Overwhelmingly Approve
Change of Control Resolution
June 2, 2025 -Vancouver, B.C., Canada - Belmont Resources Inc. (“Belmont” or the “Company”) (TSX.V:
BEA; FSE: L3L2) is pleased to announce that at the special meeting of shareholders held on May 30, 2025,
shareholders overwhelmingly approved the Change of Control Reso lution, with 99.99% of votes cast in
favour.
Financing and Change of Control
By press release dated April 3, 2025, the Company announced its intention to undertake a private
placement of up to 30,300,000 common shares at $0.045 per share for gross proceeds of $1,363,500. The
Company closed a 1st tranche as to $180,000 on April 8, 2025.
Policy 4.1 - Private Placements (" Policy 4. 1" ) of t he T SX Ven t u re Ex ch an g e (“T S XV”) Corp orat e Finance
Manual requires shareholder approval where a transaction result s in a shareholder or combination of
shareholders holding or controlling 20% or more of the Company’ s s h a r e s ( a " C o n t r o l P e r s o n " ) . T h e
Company anticipates that, upon completion of the financing, thr ee investors HMS Bergbau AG (“HMS”),
ERAG Energie & Rohstoff AG PCC (“ERAG”) and LaVo Verwaltungsges ellschaft MBH (“LaVo”) will on a
combined basis comprise a Control Person within the meaning of Policy 4.1. To fulfil the requirements of
Policy 4.1, the Company held a special general meeting on May 3 0,2025 at which the resolution was
presented to shareholders to approve, on a disinterested basis, excluding any shares held by the new
Control Person and its associates and affiliated.
About the Strategic Investors
HMS Bergbau AG (HMS): A leading independent commodity trading company in Germany, w ith US$1.55
billion in sales for 2024. HMS is publicly traded on the Deutsc h e B ö r s e ( H M U ) , B e r l i n S t o c k E x c h a n g e
(HMUG), and Frankfurt Stock Exchange (HMU.DE). In July 2023 HMS Bergbau acquired two majority stakes
with mining and exploration licenses for lithium, cobalt, nicke l, tantalum and rare earths in the Alatau
region of Kazakhstan. (Press release from 11 July 2023 – HMS Bergbau AG acquires majority shareholdings
in Kazakhstan.)
Mr. Dennis Schwindt is the CEO and Mr. Jens Moir is the CFO. HM S currently holds 9,200,000 common
shares (approximately 9% of shares outstanding) and intends to subscribe for 15,000,000 additional
shares through the private placement.
E R A G E n e r g i e & R o h s t o f f A G P C C ( E R A G ) : A private investment holding company based in Vaduz,
Liechtenstein. ERAG is focused on commodities, including energy, mining, and raw materials.
D r . L a r s S c h e r n i k a u i s a c o n t r o l p e r s o n o f E R A G . E R A G c u r r e n t ly holds 14,000,000 common shares
(approximately 13.7% of shares outstanding) and intends to subscribe for 4,000,000 additional shares
NEWS RELEASE
June 2, 2025
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Contact: George Sookochoff, President & CEO
Email: [email protected]
Suite 615 – 800 W. Pender Street,
Vancouver, B.C. V6C 2V6
Ph: 604-505-4061
BEA TSX.V
LaVo Verwaltungsgesellschaft MBH (LaVo): A p r i v a t e i n v e s t m e n t c o m p a n y b a s e d i n B e r l i n , G e r m a n y .
Mrs. Michaela Schernikau, Mr. He inz Schernikau, Dr. Lars Schern ikau, Mrs. Yvonne Oestreich are the
shareholders. Michaela Schernikau, Heinz Schernikau, Lars Schernikau and Yvonne Oestreich are related.
L a V o c u r r e n t l y h o l d s n o c o m m o n s h a r e s a n d i n t e n d s t o s u b s c r i b e for 7,300,000 shares through the
private placement.
The Company intends to use the gross proceeds of the financing for working capital.
N o w t h a t s h a r e h o l d e r a p p r o v a l h a s b e e n o b t a i n e d , t h e C o m p a n y w il l n o w a p p l y t o t h e T S X V e n t u r e
Exchange for approval to close and issue the securities. All s ecurities to be issued shall be subject to a
hold period expiring four months and one day from their date of issuance. Completion of the financing
and the issuance of the securities remain subject to receipt of all necessary regulatory approvals, including
the approval of the TSXV.
Pursuant to Multilateral Instrume nt 61- 101 Protection of Minor i t y S e c u r i t y H o l d e r s i n S p e c i a l
Transactions (“MI 61-101”), the Company will be relying on Sect ion 5.5(g) – Financial Hardship and this
transaction is exempt from the formal valuation requirements of MI 61-101. The Company did not file a
m a t e r i a l c h a n g e r e p o r t 2 1 d a y s p r i o r t o t h e c l o s i n g d a t e o f t h is private placement as details of the
respective participation of such insiders in the financing was unknown at such time.
Summary
“ G e o r g e S o o k o c h o f f , P r e s i d e n t a n d C E O o f B e l m o n t R e s o u r c e s , s t ated, “Shareholders’ approval of a
Change of Control signals a new phase for Belmont, unlocking se veral pathways for growth and value
creation. By endorsing this change, shareholders enable the Com pany to attract and secure strategic
European partners who are willing to commit capital and resourc es to advance Belmont’s projects. This
influx of investment not only accelerates current initiatives b ut also strengthens the Company’s financial
foundation for future exploration and development.
Additionally, these new strategic partners bring global network s and expertise, which can open doors to
international markets and new mineral project opportunities. Ac cess to such networks enhances
Belmont’s ability to identify, evaluate, and acquire promising mineral assets worldwide, diversifying its
portfolio and reducing reliance on any single project or region.
In summary, shareholder approval of the Change of Control empow ers Belmont to leverage new capital,
expertise, and global connections, positioning the company for accelerated growth, expanded project
opportunities, and increased long-term value for shareholders.”
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Contact: George Sookochoff, President & CEO
Email: [email protected]
Suite 615 – 800 W. Pender Street,
Vancouver, B.C. V6C 2V6
Ph: 604-505-4061
BEA TSX.V
About Belmont
Belmont has assembled a portfolio of highly prospective copper, gold, lithium, uranium and rare earths
projects located in British Columbia, Saskatchewan, Washington and Nevada States.
Flagship projects:
1. Come By Chance (CBC) Porphyry-CRD Target – British Columbia:
Drilling Planned Q2-2025 – view image at: View CBC 2025 Drill Plan Map
• The Come By Chance (CBC) property displays all the hallmarks of a
significant porphyry copper-gold system with exciting CRD (Carbonate
Replacement Deposit) potential, representing a prime exploration
opportunity in southern British Columbia’s prolific Quesnel Terrane.
• June 2025 drilling scheduled to test this high-priority potential
mineralized system.
2. Athelstan-Jackpot (A-J) Gold – British Columbia:
Drilling Planned Q3-2025 – view image at: https://bit.ly/AJ_2025_Drill_Plan
• A-J Gold Project, which includes two past producing gold
mines—Athelstan and Jackpot—that yielded 7,600 ounces of gold
and 9,000 ounces of silver (Minfile 082ESE047). Key highlights of
the project include:
• Extensive Surface Gold Mineralization: A 1,500-meter gold trend
with widespread surface gold mineralization has been identified.
CBC 2025 Drill Plan
Click image to enlarge
A-J 2025 Drill Plan
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Contact: George Sookochoff, President & CEO
Email: [email protected]
Suite 615 – 800 W. Pender Street,
Vancouver, B.C. V6C 2V6
Ph: 604-505-4061
BEA TSX.V
• Potential Resource Estimate: Previous trenching and sampling suggest a potential resource of 2,000
to 5,000 ounces of gold in surfac e and near-surface mineralized areas (2002 Summary Report by R.E.
Miller, P.Geo).
• Exploration Focus : B e l m o n t i s i n v e s t i g a t i n g t h e p o t e n t i a l f o r e c o n o m i c g o l d g r a des in mineable
surface and near-surface ore zones along this trend.
• Upcoming Drilling Program: In Q3 2025, drilling will target south-west trending linear high-
resistivity zones identified as potential feeders originating from Jackpot fault. Jackpot fault may be
providing conduit for mineralized hydrothermal mineralized solutions to surface.
3. Crackingstone Uranium –Located in Saskatchewan's uranium-rich Athabasca Basin.
view image at: https://bit.ly/Crackingstone_Uranium_map
• Exceptional High-Grade Uranium Potential: The property has
demonstrated historic grab sample grades of up to 15.6% U₃O₈.
Previous mining on the site produced 11 tons at an average grad e of
2.3% U₃O₈.
(A Qualifying 43-101 Report On the Crackingstone River-Ruza Property
Beaverlodge District SE of Uranium City Saskatchewan for Belmon t
Resources Inc. By R.A. Bernatchez , P. Eng. Consulting Geologist , July
11, 2006)
• Extensive Mineralized Corridors : Three major conductive and
structural mineralized corridors, totaling 10 kilometers in length, have
been identified and are associated with high-grade uranium
occurrences.
• Comprehensive Drilling Program: Belmont has submitted a permit
application for a two-year drilling initiative, which includes 40 drill holes totaling 10,000 meters.
This program reflects the company’s confidence in the property’s potential to host significant
uranium and rare earth resources.
Situated just six kilometers from Uranium City, the Crackingsto ne property benefits from excellent
infrastructure, including road access, power availability, and logistical support. Be lmont’s exploration
efforts also include evaluating rare earth element (REE) potent ial on the property, further enhancing its
strategic importance.
Crackingtone Uranium Map
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Contact: George Sookochoff, President & CEO
Email: [email protected]
Suite 615 – 800 W. Pender Street,
Vancouver, B.C. V6C 2V6
Ph: 604-505-4061
BEA TSX.V
Optioned out projects:
4. Lone Star Copper-Gold – Washington State: 50% optioned to Australian Marquee Resources
ASX:MQR; MQR has spent $2.5M in drilling, completed new resourc e in Dec. 2022 and a PEA in
November 2023. (BEA NR Nov. 29, 2023)
5. Kibby Basin Lithium – Nevada State : 80% optioned to Australian Marquee Resources ASX: MQR;
project located 60 kilometers north of the lithium rich Clayton Valley Basin. MQR has spent $2.5M in
drilling in 2022 for potential deep seated lithium brine. 2022 Drilling confirmed high levels of lithium-
bearing sediments along with dissolved lithium in the groundwater. (BEA NR Dec 8, 2022).
NI 43-101 Disclosure:
Mr. Laurence Sookochoff, P.Eng., independent consultant for Belmont Resources Inc., is a qualified
person for the purposes of National Instrument 43-101 and has reviewed and approved the technical
content in this news release.
ON BEHALF OF THE BOARD OF DIRECTORS
“George Sookochoff”
George Sookochoff, CEO/President
C: 604-505-4061
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This Press Release may contain forward-looking statements that may involve a number of risks and uncertainties,
based on assumptions and judgments of management regarding future events or results that may prove to be
inaccurate as a result of exploration and other risk factors beyond its control. Actual events or results could differ
materially from the Companies forward-looking statements and expectations. These risks and uncertainties include,
among other things, that we may not be able to obtain regulatory approval; that we may not be able to raise funds
required, that conditions to closing may not be fulfilled and we may not be able to organize and carry out an
exploration program in 2025, and other risks associated with being a mineral exploration and development company.
These forward-looking statements are made as of the date of this news release and, except as required by applicable
laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why
actual results differed from those projected in the forward-looking statements.