Declan to Acquire Project eith 43-101 Inferred Palladium Resource
{W:/DOCS/6375.003/01/00535765.DOCX / 2}
Suite 302, 1620 West 8th Avenue, Vancouver, British Columbia, V6J 1V4 Canada
+1 (604) 639 -4457 | [email protected]
FOR IMMEDIATE RELEASE
DECLAN EXECUTES TERM SHEET TO ACQUIRE PROJECT WITH 43-101 INFERRED
PALLADIUM RESOURCE
February 13, 2019 – Vancouver, British Columbia –Declan Cobalt Inc. ( "De clan" or the " Company")
(CSE: LAN) (OTCQB: DCNNF) announces that it paid a non-refundable deposit and entered into a
term sheet (the "Ter m Sheet") dated February 7 , 2019, through its wholly-owned subsidiary, East Bull
Resources Inc. ("East Bull "), with Pavey Ark Minerals Inc. ("Pave y Ark"), an arm's length private
company that generates mineral exploration projects. The Term Sheet proposes that East Bull would be
granted, on an arms’ length basis, an option from Pavey Ark to acquire a 100% interest in the East Bull
palladium property in the Sudbury Mining Division (Ontario) (the "Prope rty"). P&E Mining Consultants
Inc. of Brampton, Ontario has prepared a NI 43-101 compliant report on the Property dated April 5, 2018
(the "43-101 Report "). The NI 43-101 Report references an pit-constrained inferred resource of 11.1
million tonnes of 1.46 grams per tonne (523,000 ounces) palladium equivalent. The NI 43-101 Report is
available for review at www.paveyarkminerals.com, and will be filed on SEDAR within 180 days of this
announcement.
Palladium has recently rallied to a price exceeding that of gold. Palladium is the principal element used
in internal combustion engine catalytic converters. Deposits are rare, found generally in South Africa,
Russia, Montana and the Sudbury Basin in Ontario, where the Property is located. High demand for
palladium is expected to continue due to many jurisdictions (including China) implementing more
stringent domestic emissions standards.
The Property consists of approximately 1000 hectares covering more than 3.6 kilometres of the East Bull
layered intrusion. This area consists of an inclusion bearing zone hosting palladium mineralization.
The 43-101 Report recommends an exploration program to extend and define the known mineralization.
Declan has not undertaken any independent detailed investigation of the information contained in NI 43-
101 Report in order to verify the accuracy of the information. However, Declan believes that following
the recommended exploration work program will increase the current r esource and help to define the
extent of the palladium mineralization.
Under the proposed term s of the transaction , Declan would issue stock, make cash payments and
discharge work commitments over the course of a four-year period. Over the four-year period, a total of
$1 million in cash will be paid, 4.5 million shares of Declan will be issued and priced within the context
of the market at the time of issuance, and a work commitment of $1.75 million will be completed. The
Term Sheet also contemplates that if the option is exercised in full, Declan would acquire a 100% interest
in the Property and would grant to Pavey Ark a Net Smelter Royalty on any mineral production from the
Property. If Declan does not exercise the option in full, then a 100% interest in the Property will remain
with Pavey Ark. The terms and conditions of the tr ansaction will be set out in a definitive binding
agreement to be negotiated between the parties and intended to be executed on or before February 28,
2019.
{W:/DOCS/6375.003/01/00535765.DOCX / 2}
Suite 302, 1620 West 8th Avenue, Vancouver, British Columbia, V6J 1V4 Canada
+1 (604) 639 -4457 | [email protected]
Th definitive agreement will be subject to a number of conditions including, without limitation, the
parties having received any necessary approvals, consents and authorizations. In addition, each party
shall have completed their due diligence to their satisfaction including, without limitation, Declan being
satisfied that it will acquire good and valid title to the Property, free and clear of any and all liabilities and
encumbrances. A finder’s fee will be payable on closing in connection with this transaction.
Mr Wayne Tisdale, CEO of the Company reports:
"We have been presented with a rather unique opportunity to acquire a palladium resource located within
70 kilometres of Sudbury, Ontario. By pursuing, inter alia, the recommended work program referenced in
the P&E 43-101, t his resource appears to have excellent potential to add palladium ounces to a current
diamond drill permitted area . This palladium asset perfectly complements our current copper -cobalt
project. At Declan, w e are actively pursuing the metals required for current demand (palladium) while
also preparing for the increasing demand for cobalt and copper. We call our strategy Me tals for Today
and Tomorrow."
Eugene Puritch, P.Eng., President of P&E Mining Consultants Inc., is the independent qualified person
(as defined in NI 43-101) responsible for preparing the NI 43-101 Report on the Property. Mr. Puritch
has reviewed and approved the technical contents of this press release as they pertain to the Property.
For additional information please contact:
Declan Cobalt Inc.
Wayne Tisdale, President and CEO
T: (604) 639-4455
Reader Advisory
This press release should not be considered a comprehensive summary of the proposed terms of the transaction described above.
Additional information may be required and may be disseminated at a future date.
The entering into of a definitive agreement is subject to a number of conditions and t here can be no assurance that the definitive
agreement will be entered into on the terms proposed or at all.
The Company has not undertaken any independent detailed investigation of the information contained in NI 43-101 R eport in
order to verify the accuracy of the information or whether the information was prepared in ac cordance with the requirements of
NI 43-101. However, Declan believes that following the recommended exploration work program will increase the current
resource and help to define the extent of the palladium mineralization.
This news release contains certain " forward-looking information" within the meaning of applicable securities law. Forward-
looking information is frequently characterized by words such as " plan", "expect", "project", "intend", "believe", "anticipate",
"estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular,
forward-looking information in this press release includes, but is not limited to, statements with respect to timing of entering into
of a definitive agreement, the conditions to entering into of a definitive agreement , the proposed terms of the trasnaction and the
proposed exploration work program on the Property . Although we believe that the expectations reflected in the forward-looking
information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee
future results, performance or achievements. Consequent ly, there is no representation that the actual results achieved will be the
same, in whole or in part, as those set out in the forward-looking information.
{W:/DOCS/6375.003/01/00535765.DOCX / 2}
Suite 302, 1620 West 8th Avenue, Vancouver, British Columbia, V6J 1V4 Canada
+1 (604) 639 -4457 | [email protected]
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are
subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from
those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ
materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions
in Canada and globally; industry conditions, including governmental regulation and environmental regulation; failure to obtain
industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptabl e
terms; the need to obtain required approvals from regulatory authorities; stock market volatili ty; liabilities inherent in mining
operations; competition for, among other things, skilled personnel and supplies; incorrect assessments of the value of
acquisitions; geological, technical, processing and transportation problems; changes in tax laws and i ncentive programs; failure
to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of
risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake
no duty to update any of the forward-looking information to conform such information to actual results or to changes in our
expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance
on forward-looking information.
The Canadian Securities Exchange has in no way passed upon the merits of the proposed transaction and has neither approved
nor disapproved the contents of this press release.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or
accuracy of this release.