First Legacy Mining Corp. Enters into Option Agreement with Spectrum Mining Corporation to Acquire Rare Earth Element Project
First Legacy Mining Corp. Enters into Option
Agreement with Spectrum Mining Corporation
to Acquire Rare Earth Element Project
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER
,
Nov. 26, 2018
/CNW/ - First Legacy Mining Corp. ("
First Legacy
" or the
"
Company
") (TSX-V: FLM) is pleased to announce that it has entered into an arm's length option
agreement (the "
Agreement
") with Spectrum Mining Corporation ("
Spectrum
") dated
November 22,
2018
, pursuant to which First Legacy has the option (the "
Option
") to acquire all of the issued and
outstanding shares of Spectrum (the "
Acquisition
"), a private
British Columbia
incorporated
company, that is the legal, beneficial and registered holder of a one hundred percent (100%) interest
in and to six (6) mining claims located in the Cariboo Mining Division,
British Columbia
known as the
Wicheeda Rare Earth Element Project (the "Wicheeda
Property
").
First Legacy also announces that it intends to complete a non-brokered private placement (the
"
Private Placement
") of up to 1,200,000 flow-through common shares ("
Flow-Through Shares"
)
of the Company at a price of
$0.25
per Flow-Through Share to raise gross proceeds of up to
$300,000
. The Private Placement is subject to TSX Venture Exchange ("
TSXV
") approval.
Highlights of the Proposed Acquisition
Pursuant to the Agreement, in order to exercise the Option and to maintain the Option in good
standing, First Legacy must:
(a) incur expenditures in respect of the Property totaling $1,930,000 as follows:
i.
$680,000 within 12 months of the date of TSXV approval (the "
Effective Date
");
ii.
an additional $625,000 within 24 months of the Effective Date; and
iii.
an additional $625,000 within 36 months of the Effective Date;
(b) pay to Spectrum an aggregate of $370,000 as follows:
i.
$25,000 in cash (paid);
ii.
$95,000 in cash within five (5) business days of the Effective Date;
iii.
$50,000 in cash on or before the first anniversary of the Effective Date;
iv.
$100,000 in cash on or before the second anniversary of the Effective Date; and
v.
$100,000 in cash on or before the third anniversary of the Effective Date;
(c) issue to Spectrum:
i.
200,000 common shares of the Company on the Effective Date; and
ii.
$50,000 in common shares of the Company on or before the first anniversary of the Effective Date;
all of which such foregoing obligations of the Option above may be accelerated at the Company's
sole discretion.
Once First Legacy has fulfilled the foregoing obligations, the Company will have the right for a period
of 90 days thereafter, to exercise the Option (the "
Exercise Period
") by written notice to Spectrum
within the Exercise Period (the "
Exercise Notice
"). If the Company fulfills the foregoing obligations,
and delivers to Spectrum the Exercise Notice within the Exercise Period, the Company shall
forthwith: (a) issue to the shareholders of Spectrum (the "
Vendors
") on a pro rata basis, such
number of common shares of the Company equal to 49% of the aggregate of the following: (i) the
issued and outstanding common shares of the Company at such time; plus (ii) the common shares of
the Company to be issued to the Vendors; and (b) pay to the Vendors on a pro rata basis, a cash
payment in the aggregate of
$100,000
.
In addition, pursuant to the Agreement, Spectrum will have the right to appoint a director to the
board of directors of the Company, immediately following the next annual general meeting of First
Legacy shareholders scheduled for
December 14, 2018
.
The Acquisition is subject to approval of the Vendors and the TSXV. The Agreement and the Private
Placement are subject to the prior acceptance of the TSXV, as the Acquisition, if completed, will
constitute a "Fundamental Acquisition" for the Company pursuant to TSXV Policy 5.3 –
Acquisitions
and Dispositions of Non-Cash Assets
. The acceptance of the TSXV will require, among other things,
the completion and filing of a National Instrument 43-101 technical report on the Wicheeda Property.
First Legacy has engaged the services of Moose Mountain Technical Services of
Cranbrook, B.C.
to
prepare the NI 43-101 technical report. Trading in the common shares of the Company has been
halted in accordance with the policies of the TSXV and will remain halted until such time as all
required documentation has been filed with and accepted by the TSXV and permission to resume
trading has been obtained from the TSXV.
In connection with the Agreement, First Legacy has entered into a finder's fee agreement (the
"
Finder's Agreement
") with Mulgravian Ventures Corporation ("
MVC
") in consideration for services
in introducing the Company to Spectrum, pursuant to which MVC shall receive consideration of
400,000 common shares (the "
Finder's Shares
") of the Company if the Agreement is approved by
the TSXV and such number of common shares that is equal to 1.5% of the common shares of the
Company that are issued to the Vendors if the Acquisition closes. The Finder's Shares are subject to
TSXV approval and will be subject to a four month hold period.
The Wicheeda Property
The Wicheeda Property located approximately 80 km northwest of the city of
Prince George, British
Columbia
, is readily accessible by all-weather gravel roads and is close to major infrastructure
including power transmission lines, railway and major highways. Geologically, the Wicheeda
Property is situated in the Foreland Belt and within the Rocky Mountain Trench, a major continental
geologic feature. The Foreland belt contains part of a large alkaline igneous province stretching from
the Canadian Cordillera to the southwestern
United States
and hosts several carbonatite and
alkaline complexes among which the Aley (niobium), Rock Canyon (REE), and Wicheeda (REE)
alkaline complexes contain the highest concentrations of Rare Earth Elements minerals.
The Wicheeda Property is underlain by Kechika Group metasedimentary rocks that are intruded by a
southeast-trending carbonatite. The Wicheeda carbonatite is a deformed plug or sill approximately
250 metres in diameter that hosts potentially economic REE mineralization. The intrusion comprises
a ferroan dolomite carbonatite core, which passes gradationally outward into calcite carbonatite.
The potentially economic REE mineralization is hosted by the dolomite carbonatite.
Further information about the Wicheeda Property and its proposed exploration and development will
be disclosed in a National Instrument 43-101 —
Standards of Disclosure for Mineral Projects
technical report.
Name Change
In connection with the approval by the TSXV of the Agreement, the Company intends to change its
name to "Defense Metal Corp.". In conjunction with the proposed name change, the Company's
share capital would be issued under new CUSIP/ISIN numbers and the trading symbol is expected to
change to "DEFN". The proposed name change and symbol change are subject to the acceptance of
the TSXV.
Senior Technical Advisor
First Legacy is pleased to announce that it will retain
Chris Graf
as a senior technical advisor after
the Agreement is approved by the TSXV. Mr. Graf is currently a director of Spectrum. Mr. Graf was
born in
Cranbrook, B.C.
and graduated with a B.Ap.Sc. degree in geological engineering from the
University of British Columbia
in 1974. He has been registered as a Professional Engineer with the
Association of Professional Engineers of
British Columbia
since 1980.
Mr. Graf has successfully applied his profession for the past 40 years, conceiving and conducting
mineral exploration programs in
British Columbia
,
Alberta
,
Yukon
and northern
Mexico
. His forte has
been mineral property evaluation, field exploration and diamond drilling. Mr. Graf was a director of
the BC and Yukon Chamber of Mines during the 1990's when the provincial NDP were in power.
During his tenure he was very involved in the Chamber's Aboriginal Affairs and Environmental/Park
committees trying to mitigate the NDP's overly ambitious land use policies that were largely negative
for mineral exploration in BC. In 2011, Mr. Graf was the recipient of the Chamber's Frank Woodside
Past Presidents Award for distinguished service to the Minerals Industry.
The scientific and technical information contained in this news release has been reviewed and
approved by Kristopher J. Raffle, P.Geo. (BC) Principal and Consultant of APEX Geoscience Ltd. of
Edmonton, AB
, a "Qualified Person" as defined in National Instrument 43-101 –
Standards of
Disclosure
for Mineral Projects
.
About First Legacy Mining Corp.
First Legacy Mining Corp. is a mineral exploration company focused on the acquisition, exploration
and development of mineral resource properties.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities described herein in
the United States
. The securities described herein have not been
registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"),
or any state securities law and may not be offered or sold in
the "United States
", as such term is
defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration
requirements is available.
Neither the TSX Venture Exchange nor its Regulation 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.
Forward Looking Information
This news release includes certain statements that constitute "forward-looking information" within the
meaning of applicable securities law, including without limitation, the Company's plans for the
Property, comments regarding use of funds, the Acquisition, the annual general meeting, other
statements relating to the financial and business prospects of the Company, name change, the
Private Placement, and other matters.
Forward-looking statements address future events and conditions and are necessarily based upon a
number of estimates and assumptions. These statements relate to analyses and other information
that are based on forecasts of future results, estimates of amounts not yet determinable and
assumptions of management. Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as "expects" or "does not expect",
"is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that
certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be
achieved), and variations of such words, and similar expressions are not statements of historical fact
and may be forward-looking statements. Forward-looking statement are necessarily based upon a
number of factors that, if untrue, could cause the actual results, performances or achievements of
the Company to be materially different from future results, performances or achievements express
or implied by such statements. Such statements and information are based on numerous
assumptions regarding present and future business strategies and the environment in which the
Company will operate in the future, including the price of metals, anticipated costs and the ability to
achieve goals, that general business and economic conditions will not change in a material adverse
manner, that financing will be available if and when needed and on reasonable terms, and that third
party contractors, equipment and supplies and governmental and other approvals required to
conduct the Company's planned exploration activities will be available on reasonable terms and in a
timely manner. While such estimates and assumptions are considered reasonable by the
management of the Company, they are inherently subject to significant business, economic,
competitive and regulatory uncertainties and risks.
Forward-looking statements are subject to a variety of risks and uncertainties, which could cause
actual events, level of activity, performance or results to differ materially from those reflected in the
forward-looking statements, including, without limitation: (i) risks related to gold, copper, uranium,
rare earth elements, and other commodity price fluctuations; (ii) risks and uncertainties relating to
the interpretation of exploration results; (iii) risks related to the inherent uncertainty of exploration
and cost estimates and the potential for unexpected costs and expenses; (iv) that resource
exploration and development is a speculative business; (v) that the Company may lose or abandon
its property interests or may fail to receive necessary licences and permits; (vi) that environmental
laws and regulations may become more onerous; (vii) that the Company may not be able to raise
additional funds when necessary; (viii) the possibility that future exploration, development or mining
results will not be consistent with the Company's expectations; (ix) exploration and development
risks, including risks related to accidents, equipment breakdowns, labour disputes or other
unanticipated difficulties with or interruptions in exploration and development; * competition; (xi) the
potential for delays in exploration or development activities or the completion of geologic reports or
studies; (xii) the uncertainty of profitability based upon the Company's history of losses; (xiii) risks
related to environmental regulation and liability; (xiv) risks associated with failure to maintain
community acceptance, agreements and permissions (generally referred to as "social licence"),
including local First Nations; (xv) risks relating to obtaining and maintaining all necessary government
permits, approvals and authorizations relating to the continued exploration and development of the
Company's projects; (xvi) risks related to the outcome of legal actions; (xvii) political and regulatory
risks associated with mining and exploration; (xix) risks related to current global financial conditions;
and (xx) other risks and uncertainties related to the Company's prospects, properties and business
strategy. These risks, as well as others, could cause actual results and events to vary significantly.
Factors that could cause actual results to differ materially from those in forward looking statements
include, but are not limited to, continued availability of capital and financing and general economic,
market or business conditions, the loss of key directors, employees, advisors or consultants,
adverse weather conditions, equipment failures, litigation, failure of counterparties to perform their
contractual obligations and fees charged by service providers. Investors are cautioned that forward-
looking statements are not guarantees of future performance or events and, accordingly are
cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of
such statements. The forward-looking statements included in this news release are made as of the
date hereof and the Company disclaims any intention or obligation to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise, except as
expressly required by applicable securities legislation.
SOURCE
First Legacy Mining Corp.
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For further information:
Todd Hanas, Bluesky Corporate Communications Inc., Vice President,
Investor Relations, Tel: (778) 994 8072, Email: [email protected]
CO: First Legacy Mining Corp.
CNW 19:45e 26-NOV-18